Escape From Castle Midnight
by Blue Eyes Shining Dragon
Summary: "Friendship is Magic" universe.  A dark force has descended upon Equestria, threatening the safety of ponies everywhere.  It's up to Twilight Sparkle and her friends to ride to the rescue, but can even they succeed against this evil enemy?
1. Prologue

**Escape from Castle Midnight**

**Prologue: The True Tale of the Mare in the Moon**

_Everypony in Equestria knows the tale of the Mare in the Moon; how the two heavenly sisters, Princess Celestia of the Sun and Princess Luna of the Moon, controlled the night and day of Equestria until the day Princess Luna transformed into the wicked Nightmare Moon and refused to allow her sister to bring back the day, forcing Celestia to imprison her within the moon. _

_Yet there is another side to this tale…a side that no pony, not even Celestia, knows about…a moment in the life of Princess Luna 1000 years ago that would change her destiny forever and, one day, that of all Equestria…_

It was a particularly serene Night. Luna had made sure of it: the clouds had all been brushed aside that evening, allowing the full moon and all its star companions to bathe the land in their unique and effervescent glow without obstruction. Surveying the results from the clouds above, the winged unicorn felt quite proud of her work, admiring the subtle beauty below that only her Night could create.

As always, however, she was the only one to do so.

Everypony else in the lands below were asleep, or soon would be, leaving Luna alone with the Night she had worked so hard to make. The Princess tried not to think about it, but it grew harder and harder not to with each passing cycle, always the same: her Night would go ignored by the sleeping ponies below, while those same ponies were always awake to enjoy her sister Celestia's Day. This night in particular, that jealous train of thought proved hard for Luna to ignore, for she had put in extra effort for this Night in the hopes that somepony, _anypony_, would finally see and appreciate her efforts.

Alas, nopony had.

"Only a few hours now…" Luna whispered bitterly to herself. "Only a few hours 'til all my hard work goes to waste again and Sis gets to soak up all the praise."

She dragged her hooves along the cloud she stood on, stretching and retracting her wings in a futile effort to work off the frustration that had been building up inside her for so long. She knew in her heart of hearts it was simply a petulant anger, that Celestia was only doing her duty and meant no harm by it, but that did little to ease the emotion. "If only…" Luna scowled, no real idea as to what she was trying to say but feeling the overpowering need to say _something_, "If only…!"

"**If only the Night did not have to end…"**

Luna gasped in shock, reflexively lifting off the cloud a little with her wings. Whipping her head around, the blue-maned mare tried to figure out where that voice had come from, assuming she had even heard it; the sound had been strong, but swift and uneven, like a passing breeze peaking and fading. As far as the Princess could see, there was no place it had come from…no one who could have said anything…yet she knew for certain she had heard _something_…!

"W-w-who said that…?" she asked, trying to remember that a Princess of Equestria was strong and did not show fear.

At first, there was no answer, but then it came again, swift and sharp like before.

"**If the Night lasted forever, all the ponies would have no choice but to appreciate all the work put into it…"**

This time, Luna got a better chance to focus on what the voice sounded like. Deep…arresting…and yet not without sympathy. It almost reminded the Princess of her mother, Queen Eternia…strong, compelling, empathetic. Mother…Luna was reminded how deeply she missed her presence, her voice…how the stars that had once dotted her mane but now rested in the sky were the only reminder she and Celestia had to remember her by. Was this voice…? Could it be…? No. Luna dared not to dream that far, knowing how much it might hurt to have it shattered. Desperate to leave that train of thought behind, she spoke up again. "Whoever you are," she replied at last, seeing little alternative but to make this a dialogue; perhaps it would draw whoever (or _what_ever) it was talking to her out of hiding? "you should know I can't let the Night last _forever_. Celestia and I have a sacred duty to uphold the balance between Day and Night…"

"**A duty that Celestia alone benefits from, while you are forced to languish in shadow."**

Luna kneaded the cloud gently with her hoof, trying not to let it show how much she recognized that sentiment within herself. Even as she did, however, she tried to remind herself how little she still knew about this being she was speaking with, and that putting her full trust in such a mystery was unwise indeed. Yet as she prepared to ask the many questions buzzing in her mind, the voice interjected again.

"**I know you resent her. I know your anger. It is that anger that brought me to you, Princess…that anger which deserves to be satisfied."**

The clouds began to rustle, the wind that seemed to carry this mysterious voice now acting forcibly upon the area around Luna. The Princess could sense the presence behind this voice now, something implacable, commanding…yet alluring as well, kindred in a way that was slowly beginning to silence her caution.

"**Do not be cowed by 'duty', Princess. Do not fear your sister. You are her equal…no, you are her BETTER. She has had centuries to be seen and loved; now it is your turn. Take what is rightfully yours. Use the power that is your birthright and make this the Night that never ends. Only then can we truly be free…"**

It sounded so right, Luna could not help but admit to herself. To finally take control…to be recognized for her beauty and power by everypony as Celestia was…why _shouldn't _she have that chance? What made _Celestia _any worthier than her? Doubt still lingered in her heart, but it was weaker and frailer now than it had ever been in the past. "I…I could…" she whispered, hesitant but excited. "I _could_ do that…I have the power…"

She waited for an answer from the voice, but none came. The winds had calmed, the clouds had stilled, and after waiting a few moments, Luna realized whatever force had been speaking to her was, at last, gone and silent. Assuming anything had even been there at all. She may have held power over the moon, but the Princess could sleep and dream like any other pony; perhaps, she reasoned, she had simply dreamed this odd encounter without realizing it. Perhaps it was merely her _own _voice, finally brave enough to speak out against Celestia after so long. "I have the power…" she repeated firmly to herself, looking now to the moon that was hers to control.

Gazing into its pearly-white form, Luna could feel the tug of a new future pull at her heart…but just as the clouds had begun to gently move back across the moon, signaling the approach of dawn and obscuring the purity of its light, so too did slivers of caution hold within her mind. Closing her eyes, the Princess followed her duty, focusing her unicorn magic toward the moon. Horn aglow with shimmering blue light, she gently guided the great sphere to its resting place, making room for the shimmering sun that would soon take its place. "Goodnight, Equestria…" she whispered to the slumbering ponies below as she always did when she brought Night to its close.

Seeing the first rays of the sun peeking out from the horizon, she took flight off of the clouds toward the royal city of Canterlot, trying to act as if nothing had changed. Yet she knew, deep down inside, that _everything_ had changed. That voice, whether it was her own subconscious or some strange spiritual visitor, had planted an idea within the young Princess that she had never seriously entertained before, yet now could not fully pull her thoughts away from. A Night that never ended…a chance to become the great and beloved hero of the ponies she had so long wished to be…the time of Luna, at long last.

And in a place far away, in a shadow deeper and darker than any other in Equestria, a voice laughed at the first step toward its ultimate triumph. 


	2. Chapter 1: A Day of Black Clouds

**Escape from Castle Midnight**

**Chapter 1: A Day of Black Clouds**

It was a particularly bright and beautiful morning in Ponyville, Twilight Sparkle could not help but notice as she exited her library home to begin the day. The clouds had all been brushed aside, allowing every drop of sunshine to bathe the ponies below in its radiance. "Rainbow Dash must have been in a good mood today," the purple unicorn observed to her companion Spike, who sat comfortably upon her back. "She isn't usually so thorough with her cloud-checking duties."

"Aww, I _like _a few clouds in my day," Spike replied with a chuckle, "they're so white 'n' fluffy, and its fun to watch the Pegasus ponies play around on 'em."

"Sounds a bit like _you're _the one who wants to play around," Twilight said, smirking.

"Who, me? Nah, cloud-games are for creatures with wings, 'n' I've still got a long wait before I get mine," the young dragon said, sighing melodramatically at the end. "Only twelve years to go…"

"If that's your 'subtle' way of reminding me that your birthday is coming up," Twilight groaned, "it's going to be a _long _week."

Spike simply gave his best innocent whistle, to which Twilight rolled her eyes but smiled nonetheless. Trotting along briskly to the town square, she began looking around for Applejack's apple stand in the hopes of a healthy breakfast. The streets of Ponyville were oddly sparse that morning anyway, however, making it that much easier to spot the bright orange pony and her soft blond mane among what crowd there was. As it so happened, though, the farm pony spotted Twilight first, smiling brightly and waving her over to the stand. "G'mornin', Twilight!" she greeted energetically as the unicorn approached. "Can I interest you 'n' Spike in some breakfast apples? No better way to start the day!"

"That was just what I was coming to get, actually," Twilight giggled, her unicorn horn glowing softly as she used its magic to levitate the proper money out from her pack and onto the front of the apple stand.

Applejack returned the giggle, nuzzling the coins into her cash box. "Thank ya kindly for your patronage," she said, bucking Twilight and Spike a pair of apples with her hind hooves. "Enjoy yer meal!"

Even as Twilight took the apples in hoof and prepared for her first bite, however, a rainbow-colored streak bolted down from the sky, swooping and crashing right into her. "Good morning to you too, Rainbow Dash…" the sprawled-out Twilight grumbled from beneath the crashed Pegasus pony, the dislodged Spike thankfully spared a fall by Applejack's quick reflexes.

"What d'ya think you're doin', Dash?" the earth pony asked sternly after letting the rescued Spike out of her mouth safely. "You know better than to land in the middle 'o' town like that!"

"I know, I know…!" the disoriented Dash groused, floating off of Twilight and apologetically dusting the unicorn off with a few strong beats of her wings, "Sorry I was in such a rush, but I _had _to find Twilight right away! Me 'n' the other Pegasus ponies have a big problem, and we thought you might be able to help!"

Shaking the stars out of her eyes, Twilight raised a brow in confusion. "Problem? There isn't a cloud in the sky…"

All but neighing with impatience, Dash fluttered around in anxious circles. "Believe me, that is _not _a good thing in this case."

Seeing the confusion still in Twilight's eyes, Dash gave her a light push with her head. "It'll be easier to just show you what I mean, c'mon!"

Rainbow Dash was many things, but Twilight knew the Pegasus pony did not alarm easily; if she was this concerned, it had to be worth at least investigating. "OK, Dash, lead the way," she said.

"Y'all be careful, OK?" Applejack asked, doffing her hat respectfully. "I'll join up with ya as soon as Big Macintosh takes over my stand for the day."

Twilight and Dash both nodded. "This way, Twilight, 'n' keep up!" the Pegasus pony instructed tensely, zipping off into the sky toward the edge of town.

The unicorn followed as close behind as she could on hoof, and before long both of them were out of sight from the town square. Spike, nibbling on his breakfast, looked to Applejack, noticing the earth pony looked quite concerned. "Don't worry, Applejack," he comforted between bites, "I'm sure it's nothing serious, they'll be fine."

"I hope so, Spike," Applejack replied, eyes still looking toward where Dash and Twilight had been heading. "'cuz I've got a powerful bad feeling about all this…"

* * *

Galloping along as quickly as she could, Twilight began to hope she and Rainbow Dash would reach their destination soon. The Pegasus pony set a punishing pace, after all, and while far from a slouch, Twilight was no athlete. Thankfully, it was only a few miles before Dash landed, just outside of Ponyville by the mountain pass. "Just about there, Twilight," Dash said firmly, leading her behind a large formation of rocks and stones.

"Good, because I'm…" Twilight started as they rounded the corner, only to be greeted by a sight strong enough to bring her sentence to silence.

There, herded cautiously by a flock of Pegasus ponies and cautiously tucked behind the rocks, were all the clouds that usually floated over Ponyville…only they were not their normal fluffy white, but instead the deepest, darkest black the young unicorn had ever seen. "At first we thought it was just a bit of unscheduled rain that needed to be squeezed out," Rainbow Dash said, "but no matter how much me and the rest of the Pegasus ponies tried, we couldn't get a drop out of them! We've been trying all morning to get the clouds back to normal but so far, nothing's worked."

"What can I do, then?" Twilight asked, a note of nervousness in her voice. "Clouds are Pegasus Pony territory, not Unicorn stuff!"

"I know, but we're all out of other ideas," Dash replied. "We just thought you could at least try to fix the clouds with your magic. We don't know what else to do!"

Twilight gulped then sighed. She really couldn't turn her back on Rainbow Dash when she needed help, and these dark clouds _were _a problem that needed to be solved. "Alright…" she said uncertainly, "I'll…I'll see what I can do."

Setting all four hooves firmly on the ground, locking her gaze on the ominous clouds, and silently hoping that at the very least this did not simply make things _worse_, Twilight Sparkle focused her mind and magic, recalling her many lessons under Princess Celestia. _"Return to normal, clouds…return to normal, clouds…." _she thought over and over again, giving the power its purpose. Slowly but surely, the flow of magic entered her horn, causing it to shimmer and sparkle as the unicorn's spell took shape.

Rainbow Dash nodded encouragingly, while the other Pegasus ponies floated away from the clouds in case the spell needed room. Brighter and brighter the light of Twilight's horn grew, as the unicorn pooled her best magic into the coming spell. Soon, the glowing light around Twilight's horn began to expand, honing into a beam as beads of sweat began to roll down the unicorn's face from exertion. At last, with a crack like thunder and a blast like lightning, the beam of light shot out from Twilight's horn toward the blackened clouds, exploding into a burst of brilliant white as soon as it made contact. "THIS…IS…AWESOME!" Rainbow Dash cheered, even as she and everyone else had to shield their eyes from the awe-inspiring flash.

Yet as soon as the burst had appeared, it faded…

…and the clouds were still perfectly black.

Twilight hung her head in shame and slight exhaustion. "I'm…I'm sorry, Rainbow Dash…" she panted sadly, "I put everything I had into that spell…and it didn't do a thing…"

Though Dash was frowning, she nonetheless gave Twilight a comforting nuzzle. "You did your best, Twilight, it's all we could've hoped for…" she said somberly. "Now we just gotta figure out what to _do _with these rotten clouds…"

"I'll…get Spike and go…to the library…" Twilight said, still catching her breath a bit. "There might be…something on black clouds…in one of the books there. You…you tell the Mayor about the situation…"

"Sounds good to me," Dash said, clearly eager to do _something_, if only to alleviate her mounting tension.

"Just make sure to keep this information between as few ponies as possible, though…" the unicorn advised, starting to recover from her exertion. "We don't want to set off a panic needlessly."

Dash only half-listened to that part, but gave a meager nod nonetheless. "I'll head straight to the mayor. The rest of you, stay here and keep an eye on those clouds. Report to me if anything changes, OK?"

All the Pegasus ponies nodded, and like a lightning bolt, Rainbow Dash was off.

Thankful she would not need to keep up with the swift flyer for the return trip, Twilight made ready to return to Ponyville and begin her research. Curiosity and caution both tugged at her heart, and as she gave one last look at the clouds behind her, she also felt a twinge of fear. _"It's nothing to worry about…"_ she assured herself as best she could, _"just some…anomalous clouds, that's all. No danger here…"_

She only wished she could bring herself to fully believe that.

* * *

_Voices in darkness…_

_"The door is almost open, Master…the way is almost complete…"_

_A castle of shadows…_

_**"Is the raiding party ready?"**_

_Bloodthirsty eyes, ragged teeth, growls and snarls…_

_"Yes, my Master…we are ready…"_

_A sound…thumping? No. Beating. Like a living heart, thudding and rhythmic, and beating, beating, beating…_

_**"Good, good. You know your mission, my servants. Bring back as many as you can…and at last I may be free…"**_

_A great hand reaching out from the endless dark, its skin red as blood, its palm wide enough to flatten a boulder…_

_**"At long last, the Night shall never end…"**_

_The hand finds its target…the source of the beating. A pouch, as large as the hand's palm…throbbing, as if alive, and highlighted by an ominous violet glow within its cloth…_

_**"At long last…MY time shall come…"**_

_The hand strokes the pouch, and tendrils of…something…stretch out from within…and like serpents, they strike…_

"No…NO! STAY _BACK!"_

Kicking violently, Princess Luna flopped out of her silken bed, collapsing clumsily to the ground. A dream…? A nightmare. "How fitting…" she grumbled to herself as she got back onto her legs. After all, since her time as Nightmare Moon, it seemed to be the only kind of dream she was capable of having anymore. Still…this one had felt different. More visceral. Most importantly, one of the voices that had spoken in that dream…it sounded unnervingly familiar. "Your highness? Is everything alright?" a voice called from nearby.

Turning to her bed chamber's doorway, she saw it was only one of the guard-stallions, standing at attention and visibly ready for emergency. "Yes…yes, everything's fine…" the winged unicorn answered timidly; even after all this time back in her home, it felt…strange…to be a true Princess again, instead of just a prisoner. "Just had a rather bad dream, that's all…"

"Understood, Princess," the guard answered politely. "If you need anything, please do not hesitate to find me…"

The guard trotted briefly back to his post, not far from Luna's room.

Watching him go, the blue-maned Princess only found herself able to say "…thank you…" when he was well out of ear-shot.

Nuzzling gently back under her covers, Luna took one last look outside her window at the beautiful sun shining over Canterlot. "I'll be back soon…" she whispered softly to the surrounding skies. "Sis promised me I would get my Moon back when she felt I was ready, and then…we'll be together again…"

Trying her best to forget the horrible nightmare that had awakened her, she closed her eyes and hoped that this time, things would be better.

She hoped that this time, she would feel loved.

* * *

It had been a few hours since Twilight Sparkle had returned to her library, Spike in tow, to begin looking for some kind of explanation to the black clouds. Thus far, the total amount of leads, or even potential leads, she had managed to find within her books was a grand total of zero. At this point, she was on the third volume of "Cumulonimbus Clouds and You" with no real progress in sight. "This is hopeless, Spike," she grumbled, quickly flipping through the book's pages (as she was a highly gifted speed-reader), "We've been through almost the entire lower level of the library and there is _nothing _here on black clouds other than stuff on rain clouds which we already know they _aren't_!"

"Relax, Twilight," Spike said, casually checking out the contents of "Altostratus Adventures", "So the clouds are black for no reason, big deal. It's not like they're hurting anyone."

Tossing her latest completed book aside and picking a new one up with the magic of her horn, Twilight answered swiftly, "Only we don't know what the clouds being black _means_, and we can't get them back to normal either which is unusual, and 'don't know what it means' plus 'unusual' means 'panicked ponies if we let the clouds into town', not to mention that it might actually indicate something _is _wrong with the clouds which _would _be bad because Ponyville _needs _clouds because without clouds we can't have rain or snow which means the seasons would fall out of balance and our crops wouldn't be able to grow and then we'd starve or worse!"

It took the infant dragon a moment to process all that. Once he had, he simply gave his unicorn friend an odd glance. "Um…right. Just don't forget to breathe over there, OK?"

If Twilight heard Spike's advice, she did not acknowledge it, instead flipping through her newest tome, again with no luck. At that moment, however, a knocking came at her door, surprising the unicorn out of her focused state (complete with a slight "eep!" of shock). "JUST A MINUTE!" she called as politely as she could to whoever it was outside. "Keep going, Spike, I'll see who it is."

Mentally making a note of where she was in "Statustacular", she opened the door and found three welcome friends waiting on the other side. "Applejack, Fluttershy, Rarity!" Twilight greeted happily, relieved to have good company in this stressful situation, "What are you three doing here?"

"Like I promised, sugar-cube, I'm here to help now that I'm done sellin' apples fer the day," Applejack said confidently. "Rainbow Dash told me what you were up to 'n' I thought you could use a few extra sets 'o' eyes to look through all these books."

Rarity, giving her brilliant purple mane a soft toss as she stepped forward to greet Twilight, nodded. "Once dear Applejack told us about the situation, we simply knew we had to assist in any way we could. Besides, this gives me the perfect chance to put my new reading glasses to work!"

As the white-furred unicorn proudly displayed the gold-encrusted spectacles she had hanging around her neck (attached to a pearl necklace, of course), Fluttershy timidly sidled up next to her. "Um, also," she added meekly, "I think Rainbow Dash is taking the Mayor to see the black clouds for herself, so she won't be able to join us, but I'll help. Um, if I can, that is."

Twilight smiled warmly at her friends' display of camaraderie; she knew she had told Rainbow Dash to keep the matter between as few ponies as possible, but she also knew she could not ask for more trustworthy ponies to give that information to than her friends. With a polite bow, she invited them all into her home…and then realized someone was missing. "Oh, but wait a second," she said, "what about Pinkie Pie?"

All three pony friends exchanged a telling glance with each other before looking back at Twilight. "Um…yeah…" Applejack said with a bit of an embarrassed chuckle, scratching the back of her golden mane, "We _thought _about gettin' Pinkie Pie to help, but then we realized that this was gonna need calm, focused work, 'n' she's…well, she's…"

"She's Pinkie Pie," Rarity flatly finished for the orange Earth Pony.

That got a chuckle out of Spike, who hopped off the stool he'd been perched on and politely offered it to Rarity, a light blush which he was thankful was difficult to spot against his soft-purple scales on his cheeks. "Thank you, Spike darling," Rarity said kindly, taking the seat and levitating a book from the nearest bookcase over to her with her horn. "So, Twilight, what exactly are we looking for?"

"How 'bout some chocolate muffins?"

Everyone nearly jumped out of their skins at the unexpected new voice that had just squeaked excitedly at them. Standing at the back of the library, as if she had been there all along, was Pinkie Pie, who had a tray of chocolate muffins balanced on her hindquarters. "P-Pinkie Pie?" Twilight stammered in surprise. "When…? How…?"

"Oh silly," Pinkie Pie giggled, trotting along and distributing her treats to the others, "Rainbow Dash told me all about how you were gonna be working hard in the library 'cuz of the spooky black clouds on her way to see the Mayor 'n' I just thought you could use some treats to give you energy."

"T-t-that's very thoughtful of you," Fluttershy said, coming out of the hiding spot behind a bookshelf she'd rushed to upon being surprised, "but next time, could you perhaps be not so…um…out-of-the-blue with your entrance?"

Pinkie Pie gave her a pair of muffins as she emerged, nuzzling her gently. "Sorry if I scared ya, Fluttershy," she said kindly, "I guess I don't know my own strength."

Still trying to piece together exactly when Pinkie Pie had entered and how she had done so without anyone noticing, eventually just concluding that this _was _Pinkie Pie she was dealing with after all and letting it slide, Twilight cleared her throat loudly to get her friends' attention. Once she saw everyone's eyes were on her, the unicorn began to speak with a kind but commanding air. "I thank you all for coming to help," she told them, "but if we're going to do this, we need to be focused and swift. The longer these black clouds persist, the more difficult it will be to keep the rest of Ponyville from finding out about this situation and becoming panicked, so our goal is to find what information we can as quickly as possible. To that end, I propose I assign each of you a different section of the library to look through for any books on clouds you can find, allowing us to cover a greater amount of ground more efficiently. Does that sound like a plan?"

The others all nodded (except for Pinkie, who gave an over-dramatic salute).

"Excellent. Then let's get started!"

* * *

Only the barest rays of day could make their way into the depths of the Everfree Forest. It was thus a natural hunting ground for all manner of dark creatures and vicious beasts. Among them, the Manticore, with its lion teeth and scorpion tail, was among the most feared and ferocious. Upon that very morning, one such Manticore was stalking about the heart of the forest in search of its breakfast when an enticing scent caught its nose. Growling with excitement, the beast made swift tracks toward the source. Bounding through the thick vines and bushes, it eventually found its desired target, though it was not at all what the animal had expected: a meager pile of dead rats, covered in what looked to be some kind of sauce. "You really fell for that old gag?" an unseen enemy asked sardonically. "How pathetic."

Without warning, from up above, the Manticore found itself tackled in a flutter of feathers, fur, claws, and beak. By the time the lion-beast was able to strike back, lashing out with its front claws, its attacker was already gone. "Oops, too slow!"

Another attack from behind, this time picking the lion-beast up by its thrashing tail only to drop it quickly back to the ground. Roaring its frustration, the Manticore struggled to get back on its feet, whipping its head around quickly and finally catching sight of its enemy, floating arrogantly around in lazy circles above the beast. A female griffon with a cocky smirk. "What's wrong, whiskers?" she taunted, "Can't fly like me?"

The Manticore growled lowly, flapping its wings to show it could indeed fly…but ultimately, it knew better than to face a griffon in the air. Taking one of the rats in its mouth, it beat a hasty retreat, giving one last whip of its tail as it vanished into the brush. "YEAH, YOU'D BETTER RUN!" the griffon shouted petulantly after the fleeing beast. "'CUZ GILDA GRIFFON DOESN'T MESS AROUND!"

Snorting in disgust, Gilda returned to the ground, picking up the rats and licking them clean of the sauce she'd used to enhance the appeal of their scent. "This is so boring…" she grumbled. "I'd have at least thought this stupid forest could give me a challenge…!"

Of course, it was not really a challenge Gilda was looking for. That hunt was merely a distraction from the real desire that still festered in her heart, fed by bitter memories. Nibbling on her gamey snack, she knew what she truly wanted…

**"Payback."**

Whoa. _That _wasn't her thoughts talking just now! Jumping back from the bait pile, talons at the ready and wings spread menacingly, Gilda glared defensively at the shadowy depths of the forest around her. "Who's here?" she hissed. "Who's stupid enough to mess with _me _during my snack?"  
**"Isn't that what you **_**really **_**want? Revenge against the ones who humiliated you?"**

"_That _is none of your business, pal!" Gilda answered, growing all the angrier for her inability to pinpoint who she was talking to.

**"Your pride, ruined…your oldest friend, stolen. All because of those pathetic ponies…."**

Gilda scowled at the memory of it. That ditzy Pinkie Pie and all the other ponies who lived in that lamebrain village had conspired against Gilda, luring her into a party so they could trick her into snapping at Rainbow Dash and spoiling their friendship. The mere thought of it made the griffon clench her talons into the ground. It was indeed true that nothing would make her happier than to deliver some well-earned retribution to those miserable mares…

**"We share a common enemy, griffon. We are bound together by a common hatred. If you truly wish to see your enemies brought to ruin, I can make sure that happens…"**

Pacing around the rat-pile, tail swishing along the ground with a smooth and steady rhythm, Gilda weighed the facts she had available against each other. On the one claw, she did not know who this voice belonged to, why she could not see him, or how he knew about her visit to Ponyville. On the other claw, he also seemed to hate those stupid little ponies, and even seemed eager to help her get back at them. Brash a beast as she was, the choice was fairly easy for Gilda to make.

"OK, buddy…you've got my ear," she answered at last. "What's the deal?"

**"Swear that you will use your swift wings and sharp claws in service to my commands," **the voice told her, **"and I shall guide you through the course you must take to have your vengeance."**

"Sounds good to me," Gilda said, "but only so long as we go our separate ways once those ponies get what's coming to 'em; I ain't interested in bein' bossed around forever."

**"As you wish."**

Grinning wickedly, the griffon kicked her rat-pile over; no more distractions for her. No more lounging around in this backwater forest. If this…whoever-it-was was as good as its word, the time was right for her to take back her dignity, to get back at Rainbow Dash for turning on her, and to make_ all _those lame-brain ponies suffer for making a fool out of her. For that, Gilda was ready to do _anything_. "Alright, buck-o...let's hear the plan."

* * *

It was afternoon now, and even with her friends helping her scour the library (with Pinkie Pie providing "moral support" as requested), Twilight Sparkle still had yet to make any progress in her search for answers. "I hate to say it, Twilight," Applejack sighed, "but this is like lookin' for a needle in a haystack, 'cept the haystack's inside of _another _haystack…"

"I must agree with Applejack," Rarity said glumly. "I've been through all five volumes of '', and haven't seen a word on unnatural black clouds."

Bouncing in circles along the floor, Pinkie Pie was more upbeat. "C'mon, guys!" she cheered with a sing-song voice. "Don't give up now, we've only covered a third the library!"

That earned a groan from everyone. "Only a_ third_?" Spike whined. "Oh man, at this rate we're_ never _gonna finish!"

"Now Spike," Pinkie warned sweetly, "don't let your attitude get sour, or I _will _bust out my new song on your tail!"

"Don't tempt her, Spike, she means it," Twilight said flatly, though she too was losing hope. Even with everyone doing their best, it just seemed like there were no clues to be found in this library.

"Um…Twilight?" Fluttershy suddenly called meekly from the upper level. "I think I've found a clue."

The timid Pegasus suddenly found herself at the center of everypony else's attention, causing her to give an all but inaudible squeak of bashfulness. After some slight hesitation, however, she nonetheless hovered down to the ground floor of the library where the rest of the group trotted over to meet her. "What is it, Fluttershy?" Twilight asked, trying not to panic her friend but anxious to know what lead she may have found even so. "What makes you think you've found something?"

Gently, Fluttershy placed the book she held on the ground. "That," she replied, pointing to the cover: a picture of a black cloud, underneath which was the title "Tragedy in Equestria: A History".

"Silly!" Pinkie Pie giggled. "You can't judge a book by its _cover_!"

"I think it's OK in this case, Pinkie," Twilight said, using her horn's magic to open the book up and flip through its pages. "Though I admit, I don't know how much we can really expect to find about natural phenomena in a history book."

"Perhaps there's another prior incident with black clouds in Equestria's past?" Rarity suggested, peeking over Twilight's shoulder (with her golden reading glasses on, of course) and reading alongside her.

Applejack, also looking at the pages as Twilight flipped through them, hummed in curiosity. "I dunno; if this sorta thing's happened before, you'd think we woulda heard 'bout it before now, or at least seen somethin' in any 'o' those cloud books…"

Twilight paid little heed to either of them, too caught up in making sure not to miss a single word as she speed-read through the book which was thus far their only potential lead in this bizarre case. Then…she saw it. Another picture of a black cloud. "THERE!" she yelped in excitement, startling the others.

Soon, everypony (and Spike) was crowded around the book, examining the page on which the picture had been found (save Fluttershy, who kept a respectful distance). "According to this," Twilight read aloud with a tense tone to let the others know to give her some space, "there is only one other instance of unnaturally black clouds in Equestrian history. The details are vague; apparently no first-hand records of the incident exist. All it says is that…"

She paused suddenly, going silent. The others waited a moment, but still she did not resume. "…Twilight?" Applejack prompted worriedly. "Sugar cube?"

Suddenly, the unicorn turned around sharply, her expression both deadly serious and extremely concerned. "Fluttershy, find the Mayor and tell her to instruct everypony to get inside. Spike, I need you to send a message to Princess Celestia _immediately_. If what I've just read is true, Ponyville is in _terrible _danger."

* * *

The streets of Ponyville were far more active than they had been earlier. That was great news as far as Big Macintosh was concerned; more ponies meant more business, and though the soft-spoken stallion was not as talented a salespony as his sister Applejack, his quiet charm and striking red fur made sure he could bring in good numbers even so. Except, of course, that today he had a rather unexpected guest on account of Granny Smith's protracted narcolepsy…

" can I try sellin' some apples?" little Apple Bloom begged from on top of Big Macintosh's saddle. "I know how bad it went last time, but now that I ain't so worried 'bout getting' my cutie mark on account 'o' my bein' friends with the Cutie Crusaders 'n' all, I can focus on doin' the job as best I can!"

"Lemme think about it," Mac answered, chewing his hay straw contemplatively for a moment. "Nope."

"Aww c'mon, Big Macintosh! That ain't fair! When're you gonna let me live that mess down?"

Eyeing his littlest sibling with that distinct mixture of relaxation and authority he possessed, the crimson colt replied coolly, "When Mr. Whoof stops turnin' white every time he sees ya."

Bloom was ready to retort that she had already _told _Mr. Whoof how sorry she was, but the thought was cut off before she could begin to speak by a firecracker swooping down over her head, close enough to singe the tips of her bright pink bow. Yelping in surprise, the tan-furred filly leapt off her brother's back in a panic, hiding beneath his sturdy legs with a quiver. "W-w-what was _that_?" she squeaked timidly.

"You there!" a shrill voice called, "That firecracker is the property of the Great and Powerful Trixie, and you will return it at once!"

The two Apple siblings soon found themselves approached by a hopping-mad blue-furred unicorn wearing a sparkling purple cape with matching pointed hat. Apple Bloom seemed to recall her sister grousing about a similar unicorn for showing her up in the middle of town, but she was too busy quivering under Big Macintosh to really worry about it. Before long, the unicorn was snout to snout with the crimson Clydesdale, glaring fiercely at him. "_Well?_" she asked. "I _need _that firecracker for my magic show, and I expect you to return it to me _at once_!"

"You mean _that _firecracker?" Macintosh replied nonchalantly, gesturing to the projectile behind him, which was now embedded within the apple cart. "The firecracker that frightened my little sister 'n' ruined my apple stand?"

"Yes yes, what of it?" Trixie replied impatiently.

Macintosh's normally-soft gaze had gone quite sharp; there were few ways to anger him faster than disrespecting his kin. Just as the confrontation looked to be getting ugly, however, he and Trixie found themselves abruptly separated by a swiftly-flying Rainbow Dash. "Hey, Dash!" Apple Bloom greeted cheerfully, the boisterous Pegasus' presence dispelling her earlier fear.

"Hey kiddo!" Dash replied happily, but she quickly turned serious. "Really wish I could chat 'n' stuff, but I'm in a bit of a hurry; d'you know where Applejack is?"

"Last I heard," Bloom said, "she was headin' over to see Twilight Sparkle at the library."

_"EXCUSE ME!"_ Trixie shrieked angrily, "There is _still _the matter of my _firecracker_!"

Rainbow Dash could only roll her eyes. "Yeah yeah, it's, what? A hoof away? Two? Get it yourself, O great 'n' powerful one!"

She then turned back to Apple Bloom. "Thanks for the information, Bloom, I'll swing by Twilight's library first thing!"

Before Dash could take off, however, a second Pegasus flew up next to her, stopping just in time to bonk against her in mid-air. "Watch where you're…!" Dash started to reprimand, only to stop when she realized who had hit her. "Derpy Hooves? What're you doing in town? I told you to wait with the other Pegasus Ponies!"

"Gee, Dash, I'm sorry 'n' stuff," the wall-eyed Pegasus said remorsefully, "but I'm thinking maybe you'd wanna know why the other Pegasus Ponies sent me to find you. See, we tried to stop 'em, but they just sorta up and walked away from us!"

Dash was going to ask what that meant, but Apple Bloom's (and Trixie's) panicked squeals and the ever-darkening shade hanging over them was a more than sufficient answer. "…uh-oh…" she whispered, joining the rest of the town in looking to the skies with fear and confusion as the herd of black clouds began to amass in the skies over Ponyville. "They're moving? On their own?" Dash asked Derpy anxiously. "I thought that only happened in the Everfree Forest…!"

"There's somethin' else goin' on up there too…" Bic Macintosh observed calmly but seriously, gently tucking Apple Bloom close to him, "'n' I don't think even the Everfree Forest has clouds that do _that_."

He pointed one hoof up at the black clouds, which had begun to mold together into one imposing mass, casting its ominous shadow across the entire village. The winds began to whip ferociously all around, causing difficulty for even Rainbow Dash to stay in the air. For a moment, the panic everypony below felt was eased by the low, thunder-like rumble the clouds began to generate, but it was quickly undone as the expected lightning never came. Instead, a terrible deep crimson glow began to emanate from within the darkness, streams of its frightening light beginning to pour out over Ponyville.

Then, highlighted by the terrible red glow within the darkness that was slowly consuming the sky, forms began to take shape.

They emerged with bloodcurdling roars: bulbous, dragon-like monsters with dark green scales and piercing gold eyes, wide thin wings on their backs and sharp-ended tails behind them. Out from the clouds they flew, in ones, then fives, then tens, until the sky swarmed with them….and then an entirely different beast joined this demonic herd at its head. It too had wings, but that was its only similarity with the dragon-monsters; rather than four legs, it was poised on two, its highly muscular body coated in light-brown fur save at the hands and feet, its pale, long-snouted face couched within a thick lion-like mane.

"What _are _those things?" Trixie squeaked in terror.

"I don't know," Rainbow Dash said, landing to better brace against the still-sharp winds, "but I'm guessing they're _not _friendly!"

The dragon-beasts circled above the town slowly, like vultures watching a carcass. The winged ape-creature that seemed to be their leader, meanwhile, hovered at the center of their menacing patrol. "Hear me, citizens of Ponyville!" he barked down, "Your days of freedom are over! From this day forward, you are all the prisoners of Lord Tirek, the Master of Castle Midnight!"

And then, one by one, the dragon-beasts descended toward the town…

**To Be Continued**


	3. Chapter 2: The Raid

**Escape from Castle Midnight**

**Chapter 2: The Raid**

_"Beware the black clouds which bear no rain, for they are the harbingers of cataclysm. _

_From their depths, a world of evil may emerge into our own, and all Equestria shall be at risk. Only in the long-ago times of Queen Eternia have these clouds ever been seen, and though nopony who saw them ever stepped forward to tell the tale, the scars left on our land from their appearance speak for themselves. _

_If ever the clouds return to Equestria, you must hide. Find safety however you can. For evil lurks within them, and it shall take you back into their dark depths if it can."_

Twilight Sparkle read the book's brief but powerful description of the black clouds with growing tension. Beneath the words were images…pictures depicting rocks ripped apart, large clawed footprints in the ground. If this was true…if the clouds _were _some sort of gate as the book described…!

She gave a sudden turn from the pages to her fellow ponies, the dread she felt in her heart written all over her face. "Fluttershy, find the Mayor and tell her to instruct everypony to get inside," she instructed urgently, "Spike, I need you to send a message to Princess Celestia immediately. If what I've just read is true, Ponyville is in terrible danger."

Fluttershy gave a gentle gasp, wings flapping with nervous speed. "W-w-what d'you mean, Twilight…?" she squeaked.

"There's no time, Fluttershy!" Twilight insisted, not without sympathy but with clear seriousness. "Please!"

It took the soft-blonde Pegasus a moment, but with as solemn a nod as she could give, she flew off like a bullet out of the library. "I'll get the parchment!" Spike yelped, rushing up the stairs to the upper levels.

"Gosh, Twilight, what'd you _read_?" Applejack asked cautiously.

"I'm not entirely sure…" Twilight answered, eyes locked on Spike as he fetched the parchment from the study upstairs. "The book only says the clouds signal terrible danger for Equestria. How that works and what exactly that danger is, it doesn't say, but if the pictures are anything to go by…"

Peering over Twilight's flank, Rarity spotted the very images the purple unicorn spoke of. "…oh dear…" she gasped, "whatever left _those _prints must have been most unpleasant, to say the least…!"

At that point, Spike hurried over to Twilight, pen and parchment in hand. "OK, Twilight, tell me what you want the message to say," he said quickly, a gleam of worry in his eyes.

"Ponyville Emergency," Twilight answered, waiting a moment to let Spike write her words down. "Black Clouds containing no rain have appeared near the town. Research indicates they could pose a grave threat to our home. Please respond with all due haste."

"…with all…due…haste," Spike repeated as he finished his write-up.

Giving the letter a quick look-over, Twilight nodded her approval. "Perfect. Send it to Celestia immediately," she said.

As Spike took a deep breath and readied the burst of magical flame to send the letter to Canterlot, the whole group felt a light shaking on the ground. With a gasp, Twilight looked to find its source: Pinkie Pie, vibrating so wildly it was if she were a self-contained earthquake. "G-g-g-guys?" she managed to stutter out from her shaking mouth, giggling a bit but aware of what her reaction meant, "M-m-m-my Pinkie Sense is t-t-t-t-tingling! L-l-like BIG t-t-t-time!"

In a fit of panic, Spike swallowed the magic burst he'd meant to release. "Oh man, not that!" he yelped, smoke trailing out of his mouth. "If we weren't sure trouble was coming before, we are now!"

"Spike!" Twilight snapped. "That's all the more reason to send the note _now_!"

"R-right…!" the young dragon replied, hastily taking in a new breath and just as quickly releasing it, the swirls of fiery green mist consuming the scroll before both vanished.

Twilight gave a curt nod once the scroll was fully gone. "I suppose the only thing left to do is wait…?" Rarity asked gently.

Even as Twilight nodded, however, Applejack was making her way to the door. "S-s-silly!" Pinkie, still jittering wildly, called to her, "T-t-that's how you go _outside_, n-n-n-not _inside_!"

Sure enough, Pinkie's giggling observation drew everyone's attention to her fellow Earth Pony. "Applejack…?" Twilight ventured curiously.

"I'm real sorry t'leave in such a hurry, Twi," Applejack answered hastily, looking to her friends with regret, "but Apple Bloom 'n' Big Macintosh're in town sellin' apples, I gotta make sure they get t'safety."

Twilight gave the cowpony a warm smile. "We understand completely, Applejack. In fact, we'll come with you to guarantee that's exactly what happens. Right, girls?"

"R-r-r-right!" Pinkie answered, trying to shake her way closer to her friends.

"But of course!" Rarity added enthusiastically. "What kind of friends would we be otherwise?"

Applejack's worry eased slightly, a friendly grin coming to her face. "Thank y'all kindly," she said sincerely.

"Um…you'd better hurry," Spike interjected, his eyes seemingly magnetized to the nearest window.

Before the others could ask what he meant, the young dragon gave a dramatic point to the outside…and the growing mass of black clouds that had gathered there…

xxx

"Remember Tirek's orders, my Stratadons!" the winged ape-beast cried to its companions as they began their descent toward Ponyville, lion-like tail swishing back and forth in anticipation. "Take as many ponies as you can! Do not turn back 'til your claws are full!"

The Stratadons bore down on the village with incredible speed, swooping down with claws open and teeth bared. Despite the heavy winds the black clouds seemed to be generating making it impossible for the Pegasus Ponies to fly, the dragon-beasts moved through the air like blades. It did not take long for panic to make its way through the populace, and soon the frantic ponies' desperate attempts to run somewhere-_anywhere_-the Stratadons could not reach them turned the area into a disarray of terrified actions. "The horror…THE HORROR!" one pony was heard to shriek before fainting to the ground and being taken in claw by a nearby monster.

"No no _no_!" Rainbow Dash cried in frustration, surveying the scene swiftly; Trixie was already gone, disappeared into the crowd. "Everyone has to stay _calm_! Get inside, lock your doors, don't just gallop around all over the place!"

"Oopsy-daisy, I don't think anyone hears ya, Dash!" Derpy, sprawled out on her back, observed with an oddly bemused tone.

Suddenly, a Stratadon appeared from above, roaring furiously as it came toward them. Dash firmed her stance, ready to buck the beast back, but found the effort unnecessary when the creature's attack was deterred by another force: a thick pair of red forelegs slamming into the side of its head and knocking it down to the ground. Both Pegasus ponies turned to see Big Macintosh, a truly imposing sight reared up on his hind legs, looking to the fallen dragon-beast with quiet anger. "We've got an apple cellar at Sweet Apple Acres," he said with surprising calm to Rainbow Dash, slipping back down into a four-legged stance and making sure to keep Apple Bloom close. "That qualify as a safe place t'hide?"

The rambunctious Pegasus nodded, grabbing Derpy by the tail with her mouth and hauling her wall-eyed companion upright. "You go with Bic Macintosh 'n' Apple Bloom, OK, Derpy?" Dash asked.

"I hear what sounds like a good plan," she replied glumly, "but I don't hear what happens to Rainbow 'n' all her Dashing."

Nudging the soft-gray Pegasus toward the Apple siblings, Dash gave a confident grin. "She stays behind to take care of crowd control, but comes home safe 'n' sound," she said with her usual boisterous attitude.

"And they all live happily ever after!" Derpy giggled gleefully.

A sudden shriek pierced the air, however, and three more Stratadons took a sharp dive toward the group from behind. "Get moving!" Rainbow Dash urged, leaping toward the attacking trio, front legs boxing ferociously as she did.

The central Stratadon was knocked back by Dash's strike, bumping into one of his companions and distracting the third long enough to give the rambunctious Pegasus time to leap out of its way. Even as it ascended into the air to prepare for another strike, however, the one knocked down by Macintosh earlier was getting back up. "MAC, LOOK OUT!" Apple Bloom cried, pulling on her elder brother's tail desperately as the risen dragon-beast spread its wings and lunged at the Clydesdale, dwarfing even Big Macintosh in its shadow.

This time, the Stratadon proved the faster of the two, scooping Macintosh into its claws as it took the air. "BIG BROTHER!" Apple Bloom shrieked in fear, instinctively galloping after the retreating monster.

"Apple Bloom, no! Stay close to us!" Rainbow Dash snapped urgently, trying to follow the filly only to find her path blocked by another Stratadon. Only barely leaping back in time to avoid its claws, Rainbow could only watch as Bloom ran further and further away. "PONYFEATHERS!" the Pegasus shouted in frustration, readying herself for a tough tussle.

Apple Bloom followed the Stratadon that held her brother as fast as her little hooves could carry her, even as it was lifting up higher and higher into the sky. _"Not Big Mac…!"_ she pleaded in her mind, _"Please, don't take Big Mac away too!"_

As if he had somehow heard his sister's thoughts, the crimson Clydesdale renewed his struggle against the beast, thrashing as fiercely as he could within its grip, bucking and boxing and giving the increasingly-annoyed Stratadon as much trouble as he could. "THAT'S IT, BIG BRO!" Bloom cheered as she continued her pursuit. "SHOW 'IM WHAT THE APPLE CLAN'S MADE OF!"

One true strike to the base of the creature's throat proved sufficient, winding it and causing it to at last release him. It proved a mixed blessing, however; Apple Bloom could only watch as Macintosh fell through the air, landing with considerable force into a shopping stand on the ground. The young pony gasped in shock, increasing her pace as best she could. "MACINTOOOSH!" she cried, but that proved a mistake.

The Stratadon had already begun to come back down in pursuit of its lost prey, but turned its attention in a new direction at the sound of Apple Bloom's voice. It grinned toothily at the stroke of luck; why bother with such a fiery catch when a far easier one was presenting herself to it right there? Changing course, the dragon-beast opened its claws anew. Apple Bloom was too focused on the unnervingly-still Big Macintosh to notice…until it was too late.

"AAAAAAAAAAAAAAAAHHHHHHHHHHH!"

Rainbow Dash could hear that scream, could tell what it meant, but as much as she wanted to take action, her hooves were full enough as it was keeping one step ahead of the pernicious pair of Stratadons dogging her and Derpy. Though she could not fly, Rainbow was still as swift a pony as any in Equestria, and able to read her attackers' moves keenly enough to keep one step ahead of them, but only just. _"Besides_," she thought angrily, even as she ducked another tail lash, _"just dodging around won't do me any good, 'n' I dunno if I can keep it up as long as these creeps can…!"_

Another distressed cry caught Rainbow's attention, but this one was far closer than Apple Bloom's had been. "DERPY…!" the rambunctious Pegasus called out to her companion, recognizing her frightened voice.

Sure enough, the Stratadon that had gone for Rainbow's wall-eyed companion took wing once more, this time with the unconscious Derpy Hooves in its grasp. "No…!" Dash hissed in frustration; how many more innocent ponies would these freaks take? She had to do something!

Rolling out of the way of her enemy's newest slash, the fiery Pegasus decided to take a risk, opening her wings up. Buffering winds or not, she had to get Derpy back, or at the very least follow these monsters to where they were taking the other ponies. With sharp eye and sharper resolve, she waited for the Stratadon to take another swipe at her, but this time, rather than dodge to the side, she leapt straight over its claws, flapping her wings as strongly as she could. _"C'mon, c'mon…!" _she thought, putting everything she had into her effort.

It was not enough.

The moment she was in the air, Dash was at the wind's mercy. She fought as best she could, each wing-beat a desperate struggle just to stay airborne, but that was the best Dash could muster, and the effort required for even just that was quickly tiring even for her. Worse, the Stratadon had quickly found where she had gone and was readying itself to pursue. Yet just as its jaws were about to close around Rainbow's tail, it found itself blocked by a translucent purple bubble that encircled the blue Pegasus. Even as her enemy was repelled, Dash looked to the ground below to find the source of her rescue: sure enough, there was Twilight Sparkle, her horn shining. Spike was on her back, with Applejack at her side and Rarity and Pinkie Pie following behind them.

"Gracious, Twilight, what _are _these monstrous things?" Rarity asked, watching the rebuffed Stratadon fly off in frustration even as her fellow unicorn brought Rainbow Dash back to the ground.

"I'm not sure," Twilight answered, releasing Dash from the bubble, "I think they're the creatures the book was talking about, though…!"

The moment she was free, Dash leapt forward with panicked energy. "They're bad news, is what they are!" she blurted out. "They're snatching up everypony they can get their claws on!"

That caught Applejack's attention. "Apple Bloom!" she snapped hastily, "Have ya seen Apple Bloom?"

Dash looked at the orange earth pony, but found herself unable to keep her gaze there, turning slowly to the ground. "She…she was with me, before…!" she said, feeling guilt rush through her. "I…I'm sorry, AJ, I tried to keep up with her, but…!"

Applejack reared up on her hind legs, face a mask of sheer panic which soon hardened into one of determined ferocity. "Which way?" she asked Dash sharply, who stepped back in surprise, brows knitted in concern. "Which way was she goin' when ya saw her last?"

Twilight, however, stepped in front of the cowpony with as much calm as she could muster. "Hold on, Applejack!" she urged, "Running off on your own won't help Apple Bloom, it'll just put you in danger!"

"She's my sister, Twi!" Applejack replied, legs still poised to speed her off. "I _have _to find her!"

"And _we _have to do something about these creatures," Twilight answered, not callously but compassionately. "For _everypony's _safety, including Apple Bloom's. We're all better off if we handle this as a team."

Applejack opened her mouth to argue, but to the earth pony's surprise, she found herself comfortingly flanked by Rarity. "There there, Applejack…" she whispered soothingly. "I know how you feel. If it were Sweetie Belle, I don't know what I'd do. But you simply must keep your wits collected, for all our sakes."

With a sigh, the earth pony relented, knees relaxing and ears folding back. "Aww hey, it'll be OK, AJ, you'll say! Er, I mean see!" Pinkie Pie cooed sympathetically, cuddling up to her friend's side.

"Um, girls?" Spike piped up. "Monsters? Attacking Ponyville? Kind of needs our attention?"

Twilight glared a little at her dragon friend for his lack of tact, but knew he had a point. "Rainbow Dash, have you seen Fluttershy at all since the creatures appeared?" she asked.

It took Dash a moment to realize she' been addressed, distracted by frustration. "Eh…? Oh! No, no I haven't," she answered, a frightful possibility popping into her head as she did. "Oh no…! You don't think these things got her too, do you?"

Twilight shook her head. "No, if you haven't seen her then she should still be at Mayor Mare's office where we sent her, which is where I believe we should go next. It's the best vantage point to get a full feel for the situation, and we do want to be sure Fluttershy and Ms. Mare are alright."

"Then let's get moving!" Rainbow Dash said with renewed vigor. "The sooner we get there, the sooner we can start trying to fix this mess!"

The obvious question of how exactly they would do that went, for the moment, unasked, and the five bold ponies soon set out for their new destination, keeping their senses sharp for the ever-present predators which continued to swarm the skies above them.

xxx

"N-now please, mister…um…well, mister kind-of-dragon, I don't wanna have to get…um…assertive…"

The pink-haired Pegasus was backed into a corner, the unconscious Mayor passed out behind her. It had been mere seconds after her arrival at the office when the clouds had appeared, and even as she had tried to pass on Twilight's message the monsters had appeared over the town. The Mayor had tried to make her way to the loudspeaker system to issue a warning, but her attempt was thwarted when one of the beasts had smashed through a nearby wall, knocking her out cold. Even though terror had swept through every inch of her body at that moment, Fluttershy could not abandon the Mayor to the likely nonexistent mercy of these attackers, and so she now found herself the one thing standing between Ms. Mare and the vicious monster, locked in as intense a staring contest as could be imagined. _"Don't run away…don't run away…!" _she continued to urge herself, finding the empty yellow eyes of her opponent a constant reminder of the piercing fear still setting her hooves atremble.

Thus far, the bulbous green creature seemed as locked by Fluttershy's gaze as she was by its, but where normally her stare could send a wild beast retreating at her command, here it seemed only to hold it in place, and the particularly powerful panic beating in her heart likely was not helping matters. Yet still she held her ground as best she could, wishing she could afford to move her eyes even an inch to look for openings through which she could escape with the Mayor but knowing that loss of focus for even a split-second could mean the end for them both. "D-don't make me ask again…please…?" Fluttershy tried once more, though she was starting to wonder if these creatures could even understand her.

A cracking sound from behind caught her ear just then, and before Fluttershy knew it she could feel a breaking blast of wind come from behind her with a crash. At long last, she looked away, seeing the wall behind her had been torn away by another of the dragon-beasts, which had promptly reached in and taken Ms. Mare in hand. The timid Pegasus realized her mistake immediately, and was only barely able to leap out the hole in the wall before the creature she had been staring into submission earlier lunged forward. Shrieking in terror the whole way, Fluttershy nevertheless landed safely outside, though the dragon-beast with Ms. Mare had taken off and its companion was in hot pursuit behind her.

"Ohdearohdearohdearohdear…!" she squeaked, galloping away as fast as she could; with the Mayor already caught, not running away was no longer a concern.

Just as it felt like the pounding of her heart would break her chest, however, Fluttershy spotted a most welcome sight up ahead in the distance: Twilight Sparkle, Rarity, Applejack, Pinkie Pie, and Rainbow Dash, all heading toward her! Mentally thanking Celestia for her friends coming to the rescue, she made sure to keep her head low to the ground as Twilight and Rarity's horns lit up, twin streams of blinding light shining forth from them and bursting upon the beast that pursued behind her. Even with everything else that had happened, Fluttershy felt her caretaker's heart twinge with sympathy as she heard her attacker's cry of confusion, but fear proved the stronger emotion and she did not hesitate to continue running until she was safe again among the company of her friends. "Are ya alright, Fluttershy?" Applejack asked, protectively flanking the visibly-terrified Pegasus.

"_I'm _OK…" she answered, voice quivering as the full weight of her experience began to catch up with her, "…but…the Mayor…one of those _things _took Ms. Mare…"

"Among many others, I'm afraid," Rarity said, "but at least you're safe, dear."

"OK, we've got Fluttershy, now what?" Rainbow Dash asked, carefully watching the blinded Stratadon thrashing about in the air.

Twilight looked to her friends seriously. The Mayor's office was a wreck, a frustration to her original plan as it left the group without a safe place to take action from and one that only furthered her concern about the risk she would be asking her friends to take. Yet Rarity was right; the Mayor was simply the latest of an ever-growing group of abducted ponies, and drastic action was needed to protect those who were left. "Now," she said as firmly as she could, "we summon the Elements of Harmony."

Applejack, Rarity, and Rainbow Dash all exchanged worried glances with each other, Fluttershy simply curling a little more into herself with anxiety. Pinkie Pie, however, burst out laughing. "Oh, Twilight, that's a good one!" she giggled. "We're here in Ponyville, 'n' the Elements of Harmony are all the way over in Canterlot! Even if we could still use 'em, we don't have 'em with us!"

It was true; after the fight with Nightmare Moon, Twilight and the others found that the magic within the crystalline apparel that was the newest form of the Elements of Harmony no longer worked. They thus gave the items to Princess Celestia, who had taken them back to Canterlot for safe-keeping. "I'm serious, Pinkie Pie," Twilight told her energetic friend, "Ever since we gave the Elements to Celestia, I've been studying their properties more thoroughly in my spare time, and I think I might know a way to summon them back to us and renew their power."

"Um…'think'? 'Might'?" Fluttershy gulped, trying to continue but finding only frightened mewls coming out of her.

"I believe what Fluttershy is _trying _to say," Rarity picked up the train of thought, "is that magic as powerful as the Elements of Harmony can be quite dangerous if misused, and it could be risky to try if you are uncertain it will work."

A nearby screech reminded the group of the still-nearby Stratadon, still struggling with its disorientation but slowly recovering nonetheless. Knowing that if they were going to try this, they had to do it now, Twilight stamped her hoof emphatically, looking to her friends sympathetically but sharply. "I know it's risky," she said, "and I wish there _was _some other way, but I don't see an alternative; if we don't do something quickly, there won't be anypony left in all of Ponyville!"

Unsurprisingly, Rainbow Dash came up to Twilight first. "I'm in!" she said, "It's time to pay these jerks back!"

It took her a moment, but eventually Applejack joined Rainbow. "Me too," the cowpony added, "I just hope ya know what you're doin', Twilight."

"Ooh, ooh! My turn, my turn!" Pinkie Pie giggled, bouncing up to Twilight's growing group. "I'm all _for _crazy and unpredictable plans!"

Rarity and Fluttershy exchanged a cautious look with each other. After several seconds of hesitation, however, the white unicorn relented with a sigh. "I believe in you, Twilight," she said assuringly. "I know you won't lead us wrong."

The five gathered ponies looked to Fluttershy, who visibly wanted to be with them but found it a struggle to go there. Step by step, however, she made her way over on trembling hooves. "M-me t-t-too…" she stammered, giving as good a smile as she could to show her sincerity.

Twilight wished she could return the expression, but with the nearest Stratadon almost back at full strength and the shadows of its comrades still racing to and fro through the sky, she knew there was no time. Still… "Thank you, girls. All of you…"

Her horn then began to shimmer with soft purple light. "Now…close your eyes…" she said with surprising calm. "Everypony, close your eyes and concentrate. Concentrate on what you felt when the Elements entered your body as we faced Nightmare Moon…find that emotion, and let it fill your thoughts. Do not think of the outside world…do not listen to any other sound, see any other sight, feel any other emotion than what you find deep inside your thoughts."

Each of the girls did as they were asked, closing their eyes and trying to find that feeling…that rush of purity that had come over them when the Elements of Harmony merged with them. Spike, meanwhile, kept a shaky-legged watch over the ponies, ready to alert them in case of approaching danger. _"Please be quick, Twilight…" _the young dragon thought anxiously, hiding behind a nearby rock.

_What I'm sayin' to you is the honest truth: let go, 'n' you'll be safe…sometimes we all just need to be shown a little kindness…so giggle at the ghostly, guffaw at the grossly…I simply cannot let such a crime against fabulosity go uncorrected…thank you for the offer, but I'm afraid I have to say no…_yes, Twilight could feel it through her horn: her friends' memories, the emotions which had allowed them to tap into the Elements of Harmony. All that was left now was to focus those feelings into her horn's magic and use that to summon the Elements themselves. Firming herself, the purple unicorn lifted her head upward, the light of her horn growing bigger and brighter, its colors shifting into a glimmering rainbow. Twilight could feel the growing weight of its intensity, gritting her teeth as she struggled to keep it under control.

Like a blanket, its light began to envelop the whole group, save Spike who gave a yelp of surprise as he stepped aside from the growing sphere. "Holy guacamole…!" he whispered in awe, watching the mounting spell come alive. An angered roar caught the young dragon's attention, however, as the stunned Stratadon, at last recovered, immediately charged at the ponies. "TWILIGHT, LOOK OUT!" Spike called, getting out of the charging beast's path and taking safety behind a nearby rock.

Though the young unicorn did not seem to hear him, his concern proved unwarranted: when the Stratadon met the sphere of light around the six ponies, it was repelled. Roaring in defiance, it tried again, and was again blocked. Within the dome's protection, Twilight continued her strenuous work. Sweat began to form around the young unicorn's brow; the spell was holding, but it was proving more and more difficult to do, and its progress was slower than she wanted it to be. _"Honesty…Laughter… …Generosity…Kindness…Loyalty…" _she thought to herself over and over, continuing to draw on her friend's memories to light the final spark that would complete the spell and summon the Elements.

Unfortunately, her efforts had drawn unwanted attention.

Hovering high above Ponyville, guiding his Stratadon army as it continued its raid, the ape-beast leading the attack surveyed the area with solemn silence. All was going as his Master wished so far, and the ponies were proving easy prey. Yet as he surveyed the area, he saw an unnaturally bright light emanating from below near the town square. "Unicorn magic…" he growled lowly, though he could tell even from afar this was no ordinary spell; no unicorn had yet put up such a defense, and that told him this was a problem which required his personal attention lest it get out of hand.

Diving toward it with frightful speed, he landed just in time to witness the Stratadon ram the barrier a third time, still unable to break it fully.

Twilight, however, could feel her knees start buckling as the dual pressure of building up her magic to summon the Elements and holding the spell steady to protect herself and her friends began to become too intense to handle much longer. She was close, she knew it, but…!

"Stand down!" the ape-beast ordered his Stratadon servant, "Re-join the raiding team and get back to work. I will deal with this problem myself."

The Stratadon grunted in frustration, but ultimately did as it was ordered and took to the skies. The ape-beast then focused his attention on the sphere of energy in front of him. It was impressive magic, unquestionably, but he could tell it was unstable. All that was required now was to put the right pressure on the right point…and it did not take long to do so. The purple unicorn…she was the source.

Baring his fangs and drawing his fists back, the ape-beast gave a monstrous howl and ran full-force at the dome, slamming both fists into it at exactly the point where Twilight stood.

The blow sounded off like a bell, sending arcs of electricity flowing around the sphere. Horn flickering, Twilight gasped as if the wind had been kicked out of her. Sinking slowly to the ground, she felt it all slipping away…the spell, her sense of the others' emotions, the Elements…and soon, cracks began to appear in the energy around her and the others. "What in tarnation…?" Applejack yelped, no longer able to keep her focus as the situation spiraled out of control around her and opening her eyes at last.

"You can say _that _again!" Rainbow Dash said, following suit.

Fluttershy, Rarity, and Pinkie had also opened their eyes, just in time to see the sphere of energy around them shatter with a blinding flash of white light so forceful it floored all six of the ponies.

As the light faded, the girls, groaning in pain and barely able to move, were sprawled out at the ape-beast's feet. _"Impressive…" _he thought to himself, _"I never knew a single unicorn could generate so much magic."_

Indeed, he could still feel his body tremble from the force of the broken spell, though he did not allow that to deter him. Kneeling down, he looked over the fallen ponies before him, trying to choose who to take now and who to leave for the Stratadons to retrieve later. "_The purple one seemed to be the source of the spell," _he reasoned, reaching out for Twilight, _"and such a tremendous power makes her ideal for my Master…"_

"LEAVE HER ALONE, YOU BIG BULLY!"

Hopping out from behind his rock, Spike rushed toward the ape-beast, leaping out at him with his teeth bared and clamping them down on his outstretched hand. Hissing in pain at Spike's bite, he instinctively whipped his arm from side to side in an attempt to get the young dragon off. Despite his tenacity, Spike was unable to hold on long and was dislodged before long, hitting the ground and losing consciousness.

"Insolent filly…!" the ape-beast hissed, rubbing his bitten hand and stomping over to the fallen Spike to finish the job.

Once he got a good look at his attacker, however, he froze dead in his tracks. "A baby dragon…?" he whispered in disbelief, kneeling closer to Spike to confirm it. "Living in a Pony village? But…why…?"

Gently, he scooped Spike up into his hands, holding the motionless dragon close to his chest. Watching helplessly nearby, Twilight Sparkle tried fruitlessly to get back on her hooves. "_No no no!" _she cursed herself mentally. _"I should've known…! Should've been stronger…! Now Spike could get hurt for MY mistake!"_

Desperate to draw the monster's attention but too weak to move, she gave as good a cry as she could. "D-don't touch him…!"

The ape-beast tensed visibly at her words, turning back to the unicorn angrily. "Scorpan does not take orders from the likes of you, little pony," he hissed, "least of all when he is ready to take you prisoner."

Carefully, he wrapped Spike up in his tail and began to move toward Twilight, ready to take her in hand.

As he did, however, panicked shrieks cut into the air from above. "My Stratadons…?" Scorpan exclaimed in surprise, looking up to see what was the matter.

The thick black clouds still held strong in the sky, but they were being pierced by pillars of brilliant sunshine which kept dotting their dark mass one by one. From within these cones of light, troops of armored Pegasus ponies flew toward the Stratadons, attacking with incredible precision and speed despite the strong winds still blowing about. "The Royal Guard…!" Rainbow Dash coughed as she looked up at the action above. "About time…they showed up."

Scorpan hissed in frustration, again trying to grab Twilight. His attempt was again stopped, however, this time by a streak of flame which swooped through the air between him and the unicorn. "Ph-Philomena…!" Fluttershy cheered weakly as her phoenix friend revealed itself, hovering protectively in the air above Twilight.

"A-and if _she's_ here…!" Rarity realized.

The ground began to tremble. The winds turned their wild whipping into a single centralized current swirling at the center of the black clouds. The streams of sunlight above were joined by a shimmering star of brilliant orange and gold. "It's like…the sky's throwing a party…!" Pinkie observed with a giggle (and a cough).

Twilight, however, knew exactly what she was looking at: the sun, rising at dawn.

From within the radiance came a solar flare, striking down to Ponyville and landing right in front of Scorpan, who stepped back with his teeth bared, moving Spike in his tail close to his back defensively. The flame from above soon took form, revealing four strong legs, two wide wings, one long horn, and a flowing rainbow mane glimmering like the morning dew. Princess Celestia had arrived.

"Intruders in the land of Equestria," she spoke to Scorpan, voice reverberating with an echo of authority, "turn back. NOW."

**To Be Continued…**


	4. Chapter 3: The Battle of Ponyville

**Escape from Castle Midnight**

* * *

Canterlot Castle was usually as busy a place as one could find in all of Equestria. This particular day, however, it was surprisingly calm, and while some ponies might have been unnerved, Celestia was thankful for the reprieve. She always appreciated a good bit of quiet. It gave her room to think, to move, to breathe. Yet as she took a leisurely stroll through the castle courtyard, the Sun Princess soon came to realize she was not alone. Indeed, she could even tell who her current company was just by the sound of those ethereally soft hoofsteps. "Luna?" she called softly, following the silken sound.

Sure enough, the Moon Princess emerged bashfully from behind a stone statue in the center of the courtyard. "Hi, sis," she said meekly.

"What are you doing up so early?" Celestia asked as she came to her younger sister's side.

Luna shuffled her hooves nervously. "I…I had a really bad dream," she said, eyes staring squarely at the ground, "I tried to go back to sleep, but I just kept waking up."

The elder Princess knelt down on her knees, putting her at eye-level with her sister. "A bad dream?" she asked Luna. "Do you want to talk about it?"

Hooves shuffling nervously, Luna finally managed to look her older sister in the eye. She opened her mouth as if to speak, but closed it again quickly and returned her gaze to the floor. Celestia frowned; she could still remember those bygone days shortly after Mother passed away, when she and Luna had turned to each other for the strength and support they had both needed to face their new responsibilities. The sisters had been completely open with each other then, sharing their feelings and fears, their thoughts and hopes. As the years passed, however, and their respective duties kept them away from each other longer and longer, so too did that ease of trust begin to fade. Slowly but surely, however, both were working to build it back up. No matter how difficult it was. "Please, Luna…."

Licking her lips anxiously, closing her eyes, and finally sitting down herself and sidling up to her big sister, the Moon Princess took a good deep breath. Then, looking back up to Celestia, she let it all tumble out. "I was…well, I _felt _like I was in this big, dark castle filled with terrible glowing eyes, and a voice, this big booming voice talking about a 'raid' and how its 'time would come' and about…."

She stopped suddenly, eyes filling with shame. Celestia leaned in close, nuzzling her sister's cheek comfortingly. "It's OK, Luna," she said, "Please…keep going."

Luna gave a small but sincere smile, but it faded quickly. For a few moments, she kept silent. At last, however, she said, "The voice…it said that the Night would never end…."

Celestia's hoof clenched anxiously at that hauntingly familiar phrase, but she kept a calm face. "It just…it all felt so real, Celestia," Luna said, shivering reflexively. "Like I was actually there. Like I had been there before…."

"It's OK, Luna," the white mare said soothingly, wrapping one wing around her sister. "You are free of Nightmare Moon now. You have nothing to fear from her anymore."

The Moon Princess' eyes began to tear up, her own wings stretching out to caress Celestia's. "I know…I know how hard this has been for you, sister," Celestia said, "I only wish I could do more to help. But I believe in you. I believe in your strength."

There was a brief brightness in Luna's eyes, but Celestia could still see the doubt behind it.

Suddenly, a small cloud of green smoke materialized above Celestia's head. It quickly spiraled away, revealing an open piece of parchment. "A letter? From Ms. Sparkle in Ponyville?" Luna asked eagerly; Celestia had given her permission to read her student's messages, and they had been a surprising comfort to the Moon Princess. Knowing that the Pony who had freed her from the darkness had problems of her own and was able to overcome them…that gave her hope.

"Yes," Celestia replied, but Luna could tell just from the way her sister was looking at the letter that something was wrong.

Using her horn to levitate the parchment closer to her, the Sun Princess indeed felt nervous; rather than the rolled, sealed form Twilight's letters often came in, this parchment was open upon arrival, not at all in keeping with the fastidious unicorn's strict attention to such details. "Sis…?" Luna spoke up curiously as Celestia began to read the parchment.

As soon as she was done, the white mare stood abruptly to her full height. "Celestia?" Luna tried again, rising anxiously herself.

"Find the Captain of the Guards," the white horse urged, spreading her wings. "Tell him to assemble every available soldier in Canterlot and meet me at the Castle Gates."

"Why?"

"There is no time to explain, please just do as I say," Celestia said, trotting out of the courtyard and readying herself to take off.

Luna, however, was at her side. "Let me come too, then!" she said urgently. "I'll get the Captain and the Guards, just let me help, please!"

The Sun Princess froze in her tracks. "Please!" Luna continued, nuzzling up to her sister's side. "I know I'm out of practice with my magic, but I'm still a Princess of Equestria! Mom always told me part of a Princess' job is to protect her people, and that's what I want to do!"

Celestia looked to the dark-blue mare, a look of regret on her face. "I know you do," she said, "but I must ask you to remain here at the Castle."

"Sis…!"

"I have no time to argue this with you, my sister," Celestia said, and Luna could hear the same regret in her voice. "Please do as I say; get the Captain, and remain at the castle!"

Before the matter could be discussed further, Celestia had taken to the sky.

Watching her sister leave, the Moon Princess scuffed the ground in frustration, only to feel something smooth beneath her hoof. Looking down, she saw it was the letter from Ponyville, left behind by Celestia in her haste, its message plain for her to see.

"_Ponyville Emergency. _

_Black Clouds containing no rain have appeared near the town. Research indicates they could pose a grave threat to our home. _

_Please respond with all due haste."_

Black clouds with no rain…? Something about those words struck a chord in Luna's mind, and she could hear a voice whispering to her in the back of her mind…a voice she had all but forgotten about from her past. _**"Take what is rightfully yours. Use the power that is your birthright and make this the Night that never ends. Only then can we truly be free…"**_

And suddenly, Luna knew why the voice she had heard in her dream had seemed familiar. It had not been Nightmare Moon's voice, but that other voice from her past. Something about that letter…about the idea of those clouds…had triggered that memory. Spreading her wings, heart racing, the Moon Princess made haste to find the Captain…and eventually, she hoped, answers.

* * *

**Chapter 3: The Battle of Ponyville**

The skies above Ponyville were pure chaos. Flurries of Stratadons, either swooping down to grab new prisoners on the ground or else trying to retreat into the black clouds with the ponies they already had, clashed violently with the troops of Pegasus Soldiers from Canterlot. The situation on the ground was less active, but no less intense. Celestia, standing protectively in front of the weakened Twilight Sparkle and her friends, stared down the ape-beast Scorpan. "I am giving you one last chance," she said firmly, "Return your prisoners and leave this land, or there _will _be consequences."

Her horn shimmered a burning orange to emphasize her point. "I do not fear you, Child of Eternia," Scorpan growled, teeth bared. "The time of the Sun is drawing to an end."

With lightning speed, he charged toward the Princess claws-first. Celestia was just as swift, however, rising up on her hinds to box the beast back. Even as her gold-booted hooves made contact with him, however, she saw the small purple body coiled up and unconscious in Scorpan's leonine tail. "Spike…!" she hissed beneath her breath, getting back on all fours.

Knowing now that she had to proceed with caution lest the young dragon be hurt, Celestia aimed her horn square at the tumbled-over Scorpan, scuffing the ground with one hoof and preparing to charge. _"If I can get behind him," _she reasoned, _"I'll be able to levitate Spike safely away from him…."_

Before she had the chance, however, the beast was on the move again, this time surprising Celestia with how swiftly he had recovered and managing to take hold of the Princess' horn. "Your spells will not avail you here, Sun Princess," Scorpan hissed, strange currents of sheer blackness arcing around his arm and toward the horn.

Wings beating fiercely, Celestia struggled to break free, but found Scorpan's grip surprisingly tough to break. The black currents soon began to mingle with her horn, and with each one that touched, the Princess felt the most dreadful shock surge through her body. Again and again and again, until her limbs were all but completely numb, Celestia was buffered by the dark strands. Through it all, however, she gave no howl of pain, no shriek of surrender. Teeth gritted, eyes shut, she focused all thought into escape, and despite the weakness beginning to eat away at her body, she gave a truly ferocious pull with her neck, lifting Scorpan off his feet before whipping her head back forward and sending him flying off her horn.

"P-princess…!"

Settling back down on the ground, catching her breath and trying to recover from the still-fresh shock running through her, hearing Twilight Sparkle's frightened reaction gave Celestia warning even before she opened her eyes that something was wrong. Sure enough, the Princess' first sight was her normally pristine, pearl-white horn, marred by streaks of black running in a spiral down its length. "Well," she muttered nonchalantly, looking to the still-floored Twilight with a surprisingly serene smile, "that certainly can't be good, can it?"

A savage roar from nearby warned Celestia not to let her guard down, and sure enough she turned to see Scorpan again rushing her. This time she was ready, however, gliding to the side and preparing to unleash a powerful stunning spell against him. As soon as she tried, however, the shocks that had surged through the Princess before resurged, with only a flickering spark of orange at the horn's tip for her efforts. "So that's what he did…!" she hissed in frustration, again gliding out of the way as Scorpan turned to attack, a solemn look on his face.

"You see?" he asked grimly, "We fight on even terms now, Child of Eternia."

Still unable to move, Twilight Sparkle could only watch in sheer disbelief; that thing had somehow managed to block Celestia's magic? _"T-that's impossible…!" _she thought to herself, _"Celestia is the single most gifted sorceress in all Equestria! What could possibly be strong enough to block HER magic?"_

To Twilight's surprise, as well as Scorpan's, however, Celestia simply grinned. Firming her stance and spreading her wings again, she gave the ape-beast a confident stare. "If all it took to bring me down to your level was the loss of my magic," she told him, "I would not be fit to be Princess."

With an unbelieving snarl, Scorpan took a sharp swipe at his enemy, but this time it was Celestia whose speed proved the greater. Her mighty wings stretched out to their fullest, beating only once but generating a wind fierce enough to knock Scorpan off his feet. As he flipped backwards, Celestia again took aim with her horn, pointing it toward the now-exposed Spike. When her attempt to levitate him to safety ended only with sparks and inner shocks again, however, she gritted her teeth and gave a slow gallop toward Scorpan. Trying to rescue Spike and drive this beast back at the same time was no easy task, but the white mare remained determined.

As Scorpan landed on his back, she loomed over him, front legs raised high and slamming down toward his exposed wings sharply to pin them down. "NO…!" the beast roared defiantly, catching her hooves at the last second and struggling to keep them raised.  
The two pushed against each other, locked in a duel of almost equal strengths. Watching from a distance with growing worry, Twilight Sparkle struggled to activate her horn, to get back on her feet, to do _something _to help. "I…I think I'm getting' some feelin' back in m-my legs…." Applejack muttered. "How're the rest of ya doin'?"

"Been better," Rainbow Dash replied, "but…my wings…my wings seem a little less sore…."

Pinkie Pie gave a little laugh. "And…my giggling's getting its giggle b-back!"

Twilight watched her friends' struggle, feeling her thoughts pulling in two directions. Part of her wanted to encourage them, tell them Celestia needed their help…but another part was quick to remind her they were only in this vulnerable state because of the last time she'd asked such a thing of them. Even as she continued weakly working toward aiding her teacher, the young unicorn found herself unable to tell her friends to join her this time. It was thus a surprise to hear Rarity, voice strongest of the girls, speak up. "W-well then, on…on your feet, ladies!" she said, "We can't simply lie around forever!"

"Well, um…I think I could…." Fluttershy said meekly, though she too was trying to get back up.

Taking strength from her friends' determination, Twilight re-focused her thoughts. _"Have to get Spike…have to help Celestia…" _she thought to herself over and over again, striving to work through her body's weakness.

The Princess continued pressing down against Scorpan, slowly but surely overpowering him. "Last chance," Celestia warned solemnly as her hooves drew ever closer to pinning her opponent's wings, "Surrender and return your prisoners safely!"

As her focus and determination swelled, the black streaks along Celestia's horn began to crackle and fade away, the searing orange glow of her magic shining through more and more. "_The seal has already started to break..!" _Scorpan realized.

With a desperate howl, he drew his legs beneath Celestia, kicking the white mare off of him. Taken by surprise, the Princess landed on her back while Scorpan scrambled away on all fours. "ALL STRATADONS, RETREAT TO CASTLE MIDNIGHT AT ONCE!" he shouted as loud as he could.

Slipping Spike out of his tail and into his hands, the beast took a strong leap into the skies, flying off toward the black clouds above. "ALL STRATADONS RETREAT IMMEDIATELY!" he shouted again as he passed through the clashing armies of Pegasus Guards and Stratadons.

At their leader's command, the dragon beasts began to break away from their Pegasus opponents. As they began to turn toward the waiting darkness, however, they were cut off by a billowing stream of blinding orange light. Blown back by the blast, Scorpan looked below to find its source and saw Celestia, galloping swiftly through the sky straight toward them with a new wave of light already building up around her horn. "HURRY!" he shouted to his Stratadons, resuming his retreat toward the clouds.

Seeing their opening, the Pegasus Guards joined their Princess in pressing the offensive, charging anew at their enemies. Though they continued to roar and claw menacingly, the Stratadons were clearly panicked by the turned tables, following after Scorpan with all due haste. "DO NOT LOOK BACK!" Scorpan shouted to his soldiers, "ONCE WE REACH THE CLOUDS, WE WILL BE SAFE!"

Moving through the air as swiftly as she could, Celestia surveyed the situation before her: the Stratadons were all carrying Pony prisoners, all of whom seemed unconscious, and she already knew Scorpan had Spike. With her Pegasus Guards also flying about, the Princess knew she had to exercise restraint with her next spell. _"Hang on, my little ponies," _she thought as she readied herself, _"You will come home safely soon!"_

With a crack that would deafen thunder, the Sun Princess unleashed her magic, a surging bolt of burning gold which cut through the air like a knife, striking down Stratadon after Stratadon in its unstoppable path. It burst apart like a firework as it struck the bank of black clouds, illuminating all of Ponyville with a golden veil of radiance. While several of the guards broke off their fight to dive after their falling foes and rescue the captured ponies they held in their claws, Celestia continued her pursuit, biding her energy for another strike. One by one, however, her quarry began to vanish into the shadowy depths of the cloud bank, taking their captives with them. "Farewell, Child of Eternia!" Scorpan called out as he too neared the black clouds. "From here on, none of your subjects are safe!"

"No!" Celestia cried, releasing another blast of light in desperation.

It was too late. Scorpan-and Spike-were gone, and Celestia's spell crackled uselessly against the thick blackness into which they had vanished. The last of the remaining Stratadons soon followed. Despite this, the Princess continued, racing toward the clouds without hesitation. "Princess…!" one of the Pegasus Guards called after her.

Heedless of his warning, Celestia charged heard-first through the blackness, horn glowing brightly in readiness. To her surprise, however, the Princess simply emerged on the other side of the cloud bank to a clear sky, with no sign of Scorpan or the Stratadons anywhere to be seen. Gliding in an anxious circle to make absolutely sure the beasts were gone, Celestia hung her head sadly before floating softly back down toward Ponyville. The Pegasus Guards followed her down. "What should we do now, your highness?"

The Princess landed gracefully in the town's square, surveying the extensive damage somberly. "Split your soldiers up into three groups," she said calmly. "You will lead the first group in securing any and all beasts we managed to bring down, as well as insuring the safety of the ponies we rescued. The second group is to create a perimeter all around Ponyville, both on the ground and in the sky; if they see even a hint of those beasts coming back, they are to notify me immediately. The third group will comb over Ponyville and make sure its citizens are safe; I also want them to begin work on repairing the damage to the town, and set up a shelter for anypony who needs it."

"And you, my Princess?" the Captain asked.

"I have an important search of my own to attend to," she replied simply.

"Understood, your majesty," the Captain said. As he flew off to give his soldiers their marching orders, Celestia trotted swiftly into town, seeking out a very particular pony first. A pony she had been forced to leave in a vulnerable state to pursue Scorpan….

* * *

"YAY! I've learned to walk on all fours!" Pinkie Pie cheered as she finally steadied herself back on her hooves.

"Pinkie, you've _always _been able to do that," Rainbow Dash groaned, giving her wings a few practice flaps.

Applejack and Fluttershy exchanged a grin at their friends' banter as they too succeeded in standing back up. "Any sign of Celestia?" Twilight asked anxiously, still having some trouble getting back up.

"Not since she drove off that awful monster that snatched up poor Spike," Rarity sighed, giving Twilight something to steady herself on.

"Um…_I _see a sign," Fluttershy said, pointing her hoof past the group.

Sure enough, there was the Princess, trotting calmly toward them.

"P-Princess Celestia…!" Twilight squeaked as she noticed the white mare approaching her.

Even as she did her best to straighten herself up and clean off the last signs of her magical back-fire, the unicorn looked to her teacher with deep concern. "Are you alright? That creature didn't hurt you, did he? And those monsters…did you stop them? Is everypony OK?" she asked in a rush of anxiety.

"Calm yourself, my dear Twilight Sparkle," Celestia said soothingly, leaning down and brushing her head along the unicorn's neck. "All is well. Ponyville has been secured, and our enemy has been driven off."

Even unspoken, Twilight could sense the "for now" missing from the end of that sentence, but she took comfort in Celestia's report even so. "I'm so sorry I couldn't help you, Princess," Twilight said, "I…I tried to stop those creatures myself, but…."

She bit her lower lip. What would Celestia think if she knew Twilight had tried to do something as dangerous as summon the Elements of Harmony purely on her own steam?

"You have nothing to apologize for, Twilight," Celestia said. "I know you did all you could to protect Ponyville, as you have done in the past. Indeed, if anything I must apologize to you."

Twilight and Rarity exchanged a frown. They knew what that meant. "I am afraid I was unable to rescue Spike from the enemy leader before he managed to escape," the white mare said.

Even having expected to hear that very news, the purple unicorn felt its sting sharply, a fresh wave of guilt stirring in her heart. Yet no sooner did she begin to feel her eyes water then Twilight was flanked one by one by five comforting friends. "There there, Twilight," Rarity said, "You and I both know how determined and resourceful Spike can be."

"Yeah!" Pinkie cheered, "He may look small, but he's big where it counts! In Spirit!"

"And if anyone can deal with those nasty animals, it's Spike," Fluttershy concluded.

Twilight gave her friends a gentle smile, though their comfort only went so far. _"Still,"_ she reminded herself, _"They need my help as much as Spike. I have to stay focused."_

Looking back to her teacher, the purple unicorn saw Celestia grinning that small but sincere grin of hers as she observed the six young ponies. "I believe you girls have earned some rest," the Sun Princess said, "Let me escort you all to the shelter down town."

"Beggin' your pardon, your majesty," Applejack spoke up, bowing humbly to the white mare, "but I'm afraid I have t'decline. You should take the rest of my friends with ya, but I've got my own business to attend to, right away."

"Oh?" Celestia asked, brow raised.

Applejack nodded anxiously. "My siblings, Big Macintosh 'n' Apple Bloom…they were in town when the attack happened, I gotta find out what happened to 'em!"

"A noble wish," Celestia said, "I already have guards searching the town to find any ponies who managed to elude the monsters, but I see no reason to deny you the right to seek your family."

"Then I wanna help out too!" Rainbow Dash said, gliding above the group.

"We _all _should help out," Twilight said. "We know the layout of Ponyville better than the guards, we'll know better where the local ponies might have gone to hide."

"Besides, it'll give us all a chance to make sure our loved ones are safe," Rarity said.

Celestia nodded. "Very well then; I trust you six to take care of yourselves and each other, but do be sure to come to the shelter once the sun sets. I don't want anypony out after dark tonight, and you'll be safer there than in your own homes."

"We will, Princess, I promise," Twilight said. "What are you going to do?"

"For now, I'm going to stay here in Ponyville until I know for sure it's secured. I'll also be sending Philomena out to gather information and see if any other villages were attacked."

It was a further comfort for Twilight to hear how in-control Celestia sounded, how even now she was calculating what to do and how to do it. "I understand," she said, snuggling up to her teacher again. "Good luck, Princess."

"And to you, Twilight," Celestia replied warmly.

* * *

The Princess watched as the young unicorn rejoined her friends, and soon the six of them began to trot off together into the town, discussing the details of what they were to do next. "Be safe, my dear student," she whispered.

With that, she took flight to rejoin her guards, regarding the still-present black clouds hovering above the town with ever-deepening concern. Even without Philomena's report, she could tell this was something far larger, far more dangerous, than a single, isolated attack….

* * *

"So what's our next move?" Rainbow Dash asked anxiously.

"I know what _my _next move is," Applejack said. "I'm goin' back t'where you last saw Big Macintosh 'n' Apple Bloom 'n' I'm gonna turn this whole town over 'til I find some sign 'o' what happened to 'em!"

Rarity was at her side immediately. "Not by yourself, I hope," she said. "You _do _remember our conversation from earlier?"

The orange earth pony gave her a wry grin. "Don't you worry none, Rarity, I remember."

Floating gently above the others, Fluttershy was only half-listening to the conversation, even as Twilight joined in and began giving advise on how best to prioritize their search. The timid Pegasus was far busier looking around for any sign of displaced animals from the surrounding area and hoping beyond hope that Angel Bunny and her chickens had kept safe. It was then she spotted a familiar bit of bright red peeking out from a nearby pile of broken wood planks. "O-OH!" she squeaked urgently, pointing it out. "Girls, over there!"

Applejack's eyes widened as she spotted the same red spot Fluttershy had. Recognizing it immediately, she galloped toward the pile and began brushing the bits of wood and debris aside as fast as she could. "Macintosh!" she shouted as she worked, the others following after her, "Big Macintosh, can ya hear me?"

Her friends soon joined in the effort, and within moments the wreckage had been cleared away, revealing Big Macintosh beneath, barely conscious. "Ee-yup," he answered his sister weakly, smiling despite himself.

"You…! _You…!"_ Applejack sputtered, nuzzling her brother gently but affectionately.

After taking a moment to compose herself and her feelings, the orange Earth Pony began to help her brother up to his feet, careful of the myriad bruises dotting his body. Fluttershy was also at his side, helping the large pony to keep his balance. "You're just tryin' t'get out of Applebuckin' work again, ain't ya?" Applejack teased affectionately.

"Good t'see you too, AJ," Macintosh chuckled hoarsely.

"Um, we should get him to the hospital, don't ya think?" Fluttershy asked.

Applejack nodded. Though anxiety over Apple Bloom still tugged at her thoughts, she knew Macintosh needed attention as soon as possible, and she was intent on making sure he got it. "My thoughts exactly," she said, "The rest of ya keep lookin' around town, I'll take care 'o' Big Macintosh."

"I'll come with you," Fluttershy volunteered, "In case the nurse-ponies need any help. I may be used to small animals, but I can handle a big pony if I need to."

"Thank ya kindly, Miss Fluttershy," Macintosh coughed. "You're a regular angel."

"That's, uh, that's my bunny, actually…." Fluttershy replied timidly, bowing her head to hide the little blush at her cheeks.

"Alright then," Twilight said. "Good luck, you three, we'll meet you at the shelter after sunset."

Applejack nodded and, with Fluttershy's help, helped her big brother slowly but surely trudge along toward their destination. "Applejack…!" Rainbow Dash suddenly blurted, galloping up to her friend's side.

There was a look of conflicted desperation on the blue pegasus's face that Applejack was not used to seeing. "Look, I just…before you 'n' Mac go, I just wanted to tell you both…!"

"It's OK, sugar cube," Applejack replied, managing a weak smile, "You don't gotta say nothin'. You did everything ya could, sure as you always do. That's all anypony can ask of ya."

Though clearly not fully satisfied by that answer, Dash too managed to give Applejack a smile of her own in return. "C'mon, Dashie!" Pinkie Pie called to her, "Team Rest of Ponyville's got a lot of ground to cover, 'n' the more ponies we have to help, the faster we'll go!"

Fluttershy smiled. "Oh yes, Dash, they could definitely use a Flyer like you to help them out. Team…um…Hospital…doesn't need your speed half as much as they do."

Sighing a bit but grinning even so, Rainbow swiftly glided over to Pinkie's side. "Then let's get a move on," she said energetically.

With a nod, Twilight began to lead the others off toward the town square. Rarity followed, with Pinkie trailing her. Rainbow was only a trot behind Pinkie, giving one last look back at Applejack. _"Just remember,"_ she told herself, _"there're other ponies in town who need you right now too."_

Renewing her resolve, she floated up above the group, resuming her sky watch for them.

And as she and Fluttershy led Macintosh toward the hospital, the orange earth pony gave one last sigh of her own.

* * *

One by one, Twilight and the girls checked in on their respective homes and loved ones. Sugarcube Corner was first on the list, and Pinkie was as happy as could be when they found that the Cakes had holed up in the kitchen the moment the Stratadons had appeared and were safe and sound, though a bit shaken by the whole incident. Next up was Twilight's library which had sadly received quite a beating during the attack; its canopy was almost completely bare of leaves, half its branches were missing, and a good chunk of the upper wall had been torn off. Every last book had been knocked off its shelf, many of them open with pages torn out. "Oh Twilight," Rarity said, "How dreadful. I promise, we shall fix your library as soon as possible and make it _shine _with spectacularity!"

Twilight gave her fellow unicorn a gentle grin. "Thanks, Rarity," she said, "It _will_ take some work, but at least I know Owloycious sleeps in the forest during the day, and…well…"

She levitated a book down to her, taking one last look at its tattered, torn-up pages before closing it with a sigh, "At least it wasn't _completely _destroyed."

With nothing they could do to patch up the library yet, they moved on to the Carousel Boutique, and Rarity set a sharp pace as they made their way over. "Sweetie Belle's smart, Rarity," Twilight tried to assure her as they galloped toward the shop, "She would find some place safe to hide inside the boutique, like the Cakes did."

The white unicorn gave no answer, charging straight into the house and making her way upstairs without a moment's hesitation. The others trailed behind as she found her way to the main dress-making room on the top floor, honing in on an ornate closet in the back corner. Throwing the door open, she gave a gasp of sheer relief to find, beneath the fanciful coats and scarves, her younger sister, balled up and quivering. "Sweetie…!"

Upon hearing her sister's voice, the unicorn filly instantly perked up, cuddling up to her immediately. "Rarity!" she cried, "Big sis, you're OK! I was so sososo _worried_, I thought those things might've gotten you or worse!"

"I'm fine, dearie," Rarity assured, keeping her own anxiety and relief hidden for the sake of her sister. "You don't really think a Lady of my caliber would allow such brutish creatures to get the best of me, do you?"

Sweetie shook her head, burying it in Rarity's chest. She was soon joined by Opalescence, the prim cat soon emerging from behind Sweetie Belle's hiding spot and joining her in cuddling Rarity. "Come now," Rarity whispered soothingly, "remember what I've taught you, Sweetie. A Lady must always keep her composure."

Sniffling back tears, the unicorn filly stepped back, nodding silently. Rarity gave her a proud smile. "That's my strong little sister," she said, "Now then. Let us get you both somewhere safer for now, shall we?"

Opal mewled her approval.

* * *

It was hard to truly tell the time with the black clouds still hovering ominously over Ponyville, but it seemed to be afternoon or thereabouts as Twilight and the others made their way back through town toward the shelter Celestia had set up. Sweetie Belle, unnerved by the clouds, kept close to Rarity (as did Opal, though the fact that she did so by burying her claws into her owner's flank made the trip a bit of a grind for Rarity), with Twilight at the lead and Pinkie bouncing circles around all of them, humming a happy tune to try and keep the rest motivated. Rainbow, who had been uncharacteristically quiet the whole trip long, remained above them all, eyes sharp and on the watch for one particular pony. _"C'mon, Squirt, where are ya?" _she wondered nervously.

Nothing. Not an orange feather, not a tuft of purple mane…she knew the kid could do some crazy stuff, but even she had to know better than to charge headlong into a roving pack of wild monsters, right? Of course, that was what Rainbow herself had done, so the odds seemed distressingly good that the filly who idolized her would do the same. "There's the shelter!" Twilight called, pointing ahead to the others.

It was a large white castle, almost like a miniaturized one of the castle found in Canterlot. Guards lined its gates, with crowds of ponies both inside and out talking to each other, taking comfort, sharing stories. _"Recovering_," Twilight thought thankfully.

Rainbow, however, was disheartened. They had gone through almost every inch of the town, and no sign of Scootaloo. Unless she was already at the shelter, that meant…

Just as the Pegasus was ready to resign herself to _another _failure, however, a familiar buzzing filled her ears. "Girls, do you hear that?" she asked excitedly, head whipping around.

"Scootaloo!" Sweetie Belle gasped happily, following Dash's eyes and trying to spot her fellow Cutie Mark Crusader.

Then, with as much dramatic flair as she could muster, the Pegasus filly did indeed show herself, zipping out from behind a wrecked building and taking a flying leap at Rainbow Dash. "Dash!" she yelled happily. "I _knew _you'd be OK! You clobbered those stupid Dragon-things right outta Ponyville, just like I told her you would!"

"Good to see you too, kid!" Rainbow said, finally landing so that she could be on level with Scootaloo. "How'd you get away from those freaks, huh? Bet you used some of my patented techniques, right?"

It was a good feeling for Dash to know Scootaloo was safe, after all the other bad news she had been forced to deal with that day. Her signature swagger was returning at the sheer joy of it. Yet just as suddenly, the whole mood shifted. "Actually," Scootaloo said, "I tried to outrun 'em, but they were too fast for me. I only got away with a little help from my new friend. And y'know what the _coolest _part is? She says she's an old friend of _yours_!"

Rainbow Dash, Pinkie Pie, and Twilight all looked at Scootaloo with wide eyes at that statement. That same wide-eyed stare soon turned to the same building the Pegasus filly had emerged from behind as the click-clacking sound of talons stepping on pavement inched closer to them. With an unnervingly sincere grin on her beak, a firm confidence to her steps, Gilda the Griffon soon revealed herself to the others. "Hey there, Dash," she said with gruff affection, "long time no see."

* * *

It was the rush of biting cold wind which ultimately woke Spike up. Then came the sore spot on the top of his head. Last but hardly least was the feel of firm, strong hands holding him tight to a patch of gruff fur. "W-wha…?" the little dragon mumbled groggily, shaking his head to try and clear his senses.

As his vision focused, however, he quickly began to wish he was still unconscious. All around him there were Stratadons, flying fast and focused through a sky of pitch-black darkness, a knotted and thorny forest passing by far below on the ground.

To his fear, Spike could see many familiar faces among the monsters' talons: Apple Bloom, Derpy Hooves, the Mayor…even that loudmouth unicorn Trixie. There were many other captive ponies, as well. Some were not moving, eyes closed (Spike could only hope they were merely unconscious), others squirmed uncomfortably in the claws of their captors, but all of them showed clear signs of distress and misery. _"Twilight…did they get Twilight?" _he wondered anxiously.

If they had, he could not see her, which offered a small note of relief. Still, the disorienting darkness kept Spike alert and unnerved. No stars, no moon...there was still a strange sort of light, but it was sickly and thin, and the dragon could not tell where it was coming from. Trembling a bit from the cold, gulping with fear, he tried to move, but the hands holding him were too tight. "Ah good," a voice growled from behind him, "you are awake."

Looking upward, Spike was greeted by the face of his captor, the ape-beast that had attacked Twilight. "Do not fear, little one," the creature said, an odd note of comfort in his voice, "I am Scorpan, and you are home at long last."

"A-are you _crazy_?" Spike yelped despite himself. "You just kidnapped me _from _my home!"

Scorpan grinned bitterly. "I understand your confusion, living among Ponies for as long as you have, but you will come to understand in time. This is where our kind truly belongs."

Grunting in frustration, the young dragon ultimately decided it was best not to argue with the one thing keeping him from falling hundreds of miles to the ground, at least not yet. The only thing he could do now was to hang on for the ride. Soon, the Stratadon pack left the forest behind, passing over a viciously stormy ocean. "There, you see?" Scorpan said, keeping Spike pressed to his chest with one hand and pointing ahead of them with the other, "That is our sanctuary. That is where you will learn the truth."

Following Scorpan's pointing hand, Spike could see it in the distance. Jutting out of the ocean, cutting into the sky like a knife, stood a grim castle of black stone, its many towers like sharpened claws forming a single outstretched hand. Its windows emanated with the same grim light the young dragon had noticed earlier, filling the young dragon with a renewed sense of fear. Scorpan, however, simply gave him a light pat on the head. "Welcome to Castle Midnight," he said.

* * *

**To Be Continued**


	5. Chapter 4: To The Rescue

**Escape from Castle Midnight**

"_No dawn,_

_No day,_

_I'm always in this Twilight_

_In the shadow_

_Of your heart."_

-"Cosmic Love", Florence and the Machine

* * *

_ Nestled within the heart of the City of Unicorns, there stood a single tower as tall as the clouds. It was as dignified and imposing a structure as could ever be found in all the land, its stone walls covered in generations of vines and ivy with a roof of crimson that stood sharp as a horn at its very top. The arched windows all glowed with the soft light of candles within, its lone entrance an iron gate within a golden frame. Upon its doors was a distinctive etching of a single unicorn horn at its bottom, from which sprang a magnificent spiral._

_ Hidden behind a hooded cloak of leathery grey-brown, Princess Luna approached the tower with caution. It was not her first visit, but no matter how often she came there the alicorn filly was always awed by the sheer power the place exuded. Moreover, she had to be careful around the local unicorns; even a single feather from the wings she kept carefully concealed beneath her cloak could arouse their anger. Taking a calming breath, the young Moon Princess gave the gate a solid couple of knocks. "Yes, yes, just a moment," a gruff voice came from within._

_ Luna took a step back as the gate was surrounded by a rustic golden glow, its doors swinging open to reveal an elderly light-brown unicorn garbed in a dark-blue cloak and matching wide-rimmed hat. His grim expression stood in contrast to the fanciful golden bells that hung from the rims of his clothing, but it fit perfectly with the ragged, silvery beard that ran from the bottom of his chin to the tips of his front hooves. Despite those grave eyes bearing down on her, Luna kept her calm, removing her hood and bowing humbly before the unicorn. "Hail, o noble Star Swirl the Bearded," she said, "Thine student hath returned that we might again be instilled with thy great wisdom."_

_ Immediately, all trace of solemnity vanished from the unicorn. "By the Great Horn of Haggoth!" he laughed, his entire face lighting up with gleeful excitement, "Luna! Forgive these old eyes for failing to recognize thee sooner. 'Tis my honor to have thee return; please, come in, my student."_

_ Luna nodded with a gracious smile of her own, stepping in to the master Wizard's domain. "As I recall," Star Swirl said as he used the magic of his horn to close the door behind her, "we last left off with higher-end shape-shifting spells, yes?"_

_ It took the princess a moment to answer; as impressive as Star Swirl's sanctuary was from the outside, it paled in comparison to the sheer beauty that rested on the inside, and no matter how many times Luna entered, that first moment of soaking in the many incredible sights and sounds that spiraled up every level of the tower was always a breath-taking one. "Correct," she finally replied._

_ Comfortably nestling herself onto a large ornate couch near the very center of the room, her horn briefly glimmered with the mental command to disband the many bats who, weaved together, made up her cloak. Star Swirl watched with an admiring smile as each one flew off and away out the nearest window. "I see thou hast mastered both animal telepathy and empathetic unification," he said. "As I recall, thou wert still struggling with those during our last lesson." _

_ "Mother helped us practice," Luna replied, her smile fading somewhat._

_ The bearded unicorn now knelt at Luna's side. "How doth Eternia fare these days?" he asked with gentle sypmathy._

_ "Well enough," Luna answered, looking upward to the window her bats had flown through. "But the ever-growing hostility of the three Tribes saddens her deeply, and we fear it exacerbates her illness all the worse."_

_ Star Swirl nodded sagely. "The hate of the Tribes saddens us all, my dear," he said, "and indeed, I fear it may one day soon call a great calamity upon the land. Yet hope ever lives, as long as there are still those of us who remember the days of Eternia, when the Tribes lived as one and Friendship was the common bond between them."_

_ Luna looked up at Star Swirl with greater enthusiasm than he had ever seen in her before, meeting his playfully reassuring wink with an eagerly renewed smile. "Thou…thou wert alive in the days when my Mother still walked among the Tribes?"_

_ The old unicorn nodded. "Wouldst…wouldst thou tell us about it? What it was like?" Luna asked, her voice an awestruck whisper; she and her sister had never met a mortal Pony who had lived in those bygone days before either one had been born._

_ "I am afraid I was only a colt at the time, born during the final days of Eternia's rule," Star Swirl replied, levitating a dusty old book ("Advanced Shape-Shifting") from a nearby shelf over to Luna, "There is little I could tell you, other than that in those days, with Eternia to guide them, all Ponies-Earth Ponies, Unicorns, and Pegasi-lived as one. And so I continue to believe that one day they shall re-learn the lessons of Harmony and Friendship, even without your Mother to guide them."_

_ Luna frowned in disappointment, opening her book lazily. Yet as she mulled over what Star Swirl had told her, a new question formed in her mind. "Perhaps thou cannot tell us much," she said, careful not to sound demanding or improper; a Princess though she was, Star Swirl was still her teacher and a good Pony who had done much to help her learn the ways of Magic her ailing Mother was too weak to teach. He deserved her respect. "But thou might still tell us this: how did our Mother's time as Queen end?" _

_ Dead silence and an aching stare were Star Swirl's only answer. Luna quickly bowed her head apologetically. "Forgive us, o most honored teacher," she pleaded, "We hath offended thee without meaning to. We beg thy forgiveness!"_

_ Star Swirl gave a withered sigh, shaking his head. "The fault is mine, Luna," he said softly, "I was so happy to remember when the Tribes lived together, I allowed myself to forget the terrible shadow that came to hang over that era."_

_ He could still see an overpowering curiosity swirling in Luna's eyes. "Let us only say that in those times, there were forces beyond Day and Night to reckon with," he said grimly. "But such matters need not concern thee. Let us resume thine studies and speak no more of it."_

_ Though her mind buzzed with more questions, Luna knew better than to pry with the bearded unicorn. "Yes, o wise Star Swirl," she answered graciously…_

...and closed the "Obscure Unicorn History" text-book she had found. Once she had told the Captain of the Guards about Celestia's order to assemble his troops at the Castle Gates, the dark-blue alicorn had headed straight to the Royal Library, anxious to see if something in its annals of knowledge might help her understand…the black clouds over Ponyville, the voice she had heard all those years ago, the dream that had been filled with that same voice.

Her search up until then had been unsuccessful, but seeing a picture of her old teacher had reminded her of that day, back when she was still training to be the Moon's caretaker. It reminded her of the questions she had let slip away into the back of her mind, never to be asked again after that. And it made her wonder.

Still, if the library could give her no answers, Luna knew what she had to do. She had to go to the source.

She had to go to Ponyville.

**Chapter 4: To The Rescue**

* * *

"GILDA?"

Rainbow's jaw had practically fallen off her face it was open so wide. She had always hoped her foalhood friend would come back to Ponyville one day, even after how sourly things had ended last time, but after so long with no word from the griffon, she had almost given up. Yet now, here she stood, right in front of her. "I don't…you weren't…how did…?" the pegasus sputtered.

Gilda could only snort in amusement, shaking her head condescendingly. "Eloquent as always, eh, Dash?" she chuckled coolly, "I can see why Pip-Scoot looks up to you."

"Aww knock it off, Ms. Gilda!" the orange filly said defiantly, though even as her wings buzzed with annoyance, she leaned over to Sweetie Belle and whispered, "But seriously, she's super awesome."

While Rainbow continued to struggle to find the words she was looking for, Pinkie Pie decided to fill the gap. Bouncing toward Gilda with one hoof outstretched, she grinned giddily as she giggled, "I think what Rainbow's _trying _to say is, howdy-wowdy Gilda-pouty!"

Immediately, a tension fell over the air. Gilda's eyes narrowed, her claws gripping down on the ground. "Listen, Cotton Candy," she growled coldly, glaring daggers at the bubbly Earth Pony, "I may have saved your little friend, but don't think that means I forgot how things went down last time!"

"That's Cotton PIE to you!" Pinkie retorted angrily, only to immediately revert to a cheerier disposition. "…no. Wait. It's _Pinkie _Pie. Nee-e-ver mind."

Her well-meaning smile did little to deflate the air of hostility quietly bubbling beneath Gilda's eyes. Eager to cut that aggression off at the pass, Twilight Sparkle and Rarity shared a glance between them before both stepping forward between Gilda and Pinkie. "Pardon me, Ms….Gilda, was it?" Rarity offered graciously, "I haven't had the pleasure of properly making your acquaintance, but I simply wanted to express my gratitude to you for saving Scootaloo. She is a dear friend of my little sister, and we are both extremely thankful to see her safe."

"We all are," Twilight affirmed diplomatically. "And we're happy to welcome you back to Ponyville, too. Right, Pinkie?"

Pinkie nodded enthusiastically.

"Right, Rainbow?" Twilight asked.

As all eyes turned to her, the pegasus finally stopped her stammering, closing her eyes and taking a deep breath. It took her a moment, but eventually her eyes opened, their warm gaze fixed squarely on Gilda. Rainbow approached her old friend with slow steps, wings slowly unfolding as she approached. "Gilda…" she said softly.

She then smacked the griffon square across the top of her head. "Don't leave so long next time!" she shouted crossly, just before wrapping her hooves and wings around Gilda in a sincere hug, her voice cracking just a little as she finished, "I really missed you."

Even as she pushed the pegasus away with one talon, the griffon could not help but give a rough grin. "Yeah yeah, I missed you too, Dash, no need to get so mushy about it," she said.

Despite the black clouds above making it tricky, Twilight could still sense it was getting late. "We should get going to the shelter now," she said, "Princess Celestia doesn't want anypony staying out after dark."

The unicorn then looked at Gilda with a polite smile. "You're welcome to come with us, Ms. Griffon," she said, "if you'd like to."

"I'd like to a lot more if ya didn't ever call me 'Ms. Griffon' ever again," Gilda grumbled under her breath.

She suddenly found herself flanked by a pair of peppy Pegasi, however. On the ground, Scootaloo buzzed giddily around her legs. "It was sooooooooo super-cool the way you sent those ugly dragon-things packing," she giggled eagerly, "You gotta come with us so we can show everypony else how awesome you are!"

"Of _course _she's gonna come with us, squirt!" Rainbow Dash said, gliding in excited circles above. "After all, she 'n' I have a lot of catching up to do now that she's finally come back to Ponyville! Right, Gilda?"

The griffon looked her friend in the eye and gave a weak smile. "Yeah," she said half-heartedly, "Right."

Neither Rainbow nor Twilight missed the clear discomfort there. While the pegasus floated down to her friend's side with a sympathetic look, however, Twilight found herself confronted with a question. "Ms. Gr-uh, I mean, Gilda," she said, "what _does _bring you back to Ponyville?"

Brows knitted tightly, eyes closed with an aggrieved expression, the griffon gave a short but heavy sigh. "I came to help," she said curtly, eyes still shut.

"But…Gilda…," Rainbow said hesitantly, "how'd you know we'd _need _help…?"

Gilda's eyes snapped open, a determined fire in them now. "Your Princess is waiting at the Shelter, right?" she asked, looking directly at Twilight.

The unicorn nodded silently. "Good," the griffon snorted, snapping the ground with her tail, "I'll explain everything when we get there, then. 'Cuz I'm thinking she'll wanna hear what I have to say too, and I hate repeating myself."

* * *

The warm, soothing rays of the sun above her, the barrier of black clouds below her, Princess Celestia hovered in the heart of the skies over Ponyville in introspective silence. She was still waiting to hear back from Philomena, but the reports from her guards on the ground below had been troubling indeed. Dozens of townsponies missing, many times more injured…fear and insecurity hung heavily on everypony's minds, and though she kept her vigil diligently, the Sun Princess knew she could only do so much to mitigate that; with so much about what had happened-and, just as importantly, what was going to happen next-still steeped in questions, the underlying fear would remain.

It was enough to give even Celestia pause. For the first time in over a thousand years, she found herself hesitant to end the Day and bring the Night. Even filtered through the darkness of the clouds, the Sun provided some much-needed comfort for the Ponies below. _"And," _Celestia admitted to herself, _"to me as well."_

Despite all that, however, the balance of Day and Night was too important to ignore. Swooping around, taking one last bath of daylight, she spread her wings as wide as they would go and shut her eyes. Her focus soon crystallized into a translucent glow that surrounded her horn as she raised her head upwards. _"There you are, my old friend,"_ she thought as she felt her spell wrap around the Sun. _"Sleep well."_

And with that, she dived toward the clouds, legs pulling in and head sharply nodding downward. Her glowing horn lit up all the brighter in that moment. As Celestia did, so too did the Sun take its last descent down, down, down beneath the line of the horizon. The sky's crisp orange was replaced with pitch-dark blue as Celestia stopped herself just shy of passing back through the clouds. Still riding the same wave of momentum, she turned around and began to rise back up, opening her eyes for only a moment. "Good evening, Mother," she whispered, as she always did, gazing warmly at the many glimmering stars.

Then she closed her eyes again, the pulsing glow around her horn ebbing briefly before flowing out. Celestia felt this spell too successfully connect to its target, stretching her forelegs out as she ascended higher and higher. With each wing-beat she took upwards, the darkness of the night sky was lessened just a bit more as the shimmering silver Moon rose in unison with Celestia. Soon, they both reached their peak, and the white alicorn at last stopped her rise, opening her eyes and letting the enchanted glow of her horn fade away. Normally, the Princess would have simply returned to the surface, but she found herself needing a moment to catch her breath; the transition had proven particularly draining tonight. Nothing overwhelming but, the memory of black streaks along her horn still fresh, it served as a stark reminder of the great unknowns lurking in those ominous clouds. "_All the more reason to make sure everpony down in Ponyville is doing alright," _Celestia reminded herself.

As she prepared to do just that, however, she spotted a shadowed figure flying toward her in the distance. At first, the Princess thought it was Philomena, returning with her report, but in the still quiet of the Night, she quickly realized who it really was. Celestia would recognize those ethereally soft wing-beats anywhere. "Hail, dear sister," Luna greeted courteously as she approached, bowing her head humbly.

"Hail, Luna," Celestia replied, nuzzling the younger alicorn's neck softly before giving her a stern look. "I believe I left you with orders to remain at the palace in Canterlot, didn't I?"

"Y-yes, I know," Luna replied gently, keeping her head bowed, "but…I needed to come here, Celestia. I just…I needed to come here. There's something familiar about all this, something that reminds me of…"

The Moon Princess stopped suddenly, her whole body going tense. Celestia found her sternness unable to hold in the face of that vulnerability, and so she instead gently guided her sister down to a patch of normal clouds floating nearby. "I'm sorry for disobeying you, sis," Luna said.

A single white wing wrapped itself around her, pulling her into a gentle embrace with Celestia. "Apology accepted," the Sun Princess replied kindly, though a certain worry was still in her voice.

The two let that comfort stand still for a moment. Eventually, however, Celestia stepped back, motioning for Luna to follow her to the cloud's edge. "Since you're here anyway," she said, a light smile coming to her face, "perhaps you can help me."

Luna's ears perked slightly. "How so…?" she asked, following behind quickly.

Celestia pointed downward with one of her wings. "There was an attack on Ponyville," she explained solemnly, "Creatures from inside the black clouds came down and kidnapped many townsponies, doing great harm along the way."

"How awful…," Luna whispered, the ominous words of her dream tingling at the back of her thoughts: "_**You know your mission, my servants. Bring back as many as you can…and at last I may be free…."**_

Her sister nodded. "Indeed," she said, "It has left the remaining citizens stricken with fear."

And then that light, sage smile returned to Celestia's face. "So I believe it would do them good to see _both _their Princesses coming to their aid," she said, voice lightening again. "Especially now, the Mistress of Night would be a great comfort, don't you agree?"

"O-oh, yes! Very much so!" she replied eagerly, stopping herself quickly to straighten her posture and clear her throat. "Um, I mean…Verrily! After all, 'tis our duty as Princesses to provide comfort and support for our aggrieved subjects!"

"My thoughts exactly," Celestia chuckled softly.

Already there was excitement brimming in the Moon Princess' eyes, her ears and wings spread wide and ready. Luna had longed for another chance to visit Ponyville ever since her wonderful time there on Nightmare Night, and even as she wished it were under better circumstances, there was comfort in knowing it would give her subjects hope. "Come, dearest Celestia," she said, swelling with regal pride, "let us descend, that we may light the flames of the villagers' hearts!"

As soon as Celestia gave a nod of approval, Luna was off, opening her wings and diving off the cloud's edge. The older Princess stayed back for a moment, however, watching her sister with protective eyes. She still wished Luna had stayed back at the Palace; the danger of the black clouds was still very real. _"But how could I deny a Princess her chance to protect her kingdom?"_ she thought hopefully, before joining Luna in her journey below.

* * *

Spike had rather hoped that, once it had gone from being a far-off, ominously vague object to a close-up, fully visible place, the air of intractable menace that hung over the jagged stone palace-"Castle Midnight", his captor had called it-would lessen. Instead, it had only gotten worse, the murky glow of light coming from inside the castle making the many windows seem like glaring eyes. As he and Scorpan landed in front of the gate, its pointed bars clenched into the ground like fangs, the young dragon could only shudder at the thought of just what kind of creature would find this place a suitable home. "You do not have anything to fear," Scorpan said calmly, finally letting Spike out of his grip and placing him on the ground. "This place is a haven for our kind."

"That's the second time you've said that," Spike said with trembling defiance, "'Our kind'. But I'm a Dragon. And you're a…you're a…"

"Scorpan is Scorpan," the ape-beast growled, though his tone remained oddly gentle.

"My point," Spike said, annoyed at that vague answer, "is that we're _not_ the same 'kind', so stop saying we are!"

Scorpan chuckled grimly, patting Spike on his head again. "I see," he said, "You are uncomfortable around _me_, but you see nothing strange in living with Ponies all your life?"

That answer struck Spike, much to his own surprise, but before he had a chance to respond himself, Scorpan took his hand, quickly leading him out of the way of the incoming Stratadon Horde as it caught up to them. Still holding their prisoners tight within their claws, they touched down with tight control, assembling themselves into rows in front of the gate. Most of the Ponies they carried remained unconscious, but those who were not had grown increasingly distressed. "Please, let me go!" one of them, a thick-chinned male pegasus whose eyes were covered by rough brown bangs, sobbed, "I ain't done nothin' to ya! I don't wanna be eaten, please!"

The other waking Ponies also began to plead and cry, struggling fruitlessly to escape the iron grip of the Stratadons. Spike readied himself to charge the beasts, even knowing he would never be able to successfully fight them all. _"Even one of 'em would be enough!" _he thought desperately. _"Better that than nothing!"_

Yet as he took his first few steps, he found himself stopped cold by an iron grip around his tail. Looking back, he saw it was Scorpan, lip curled back in frustration. With a simple tug, he pulled Spike back toward him, stepping over to the Stratadons himself. "SILENCE!" the ape-beast roared, his words echoing out across the vast ocean over which the Castle stood. "CEASE YOUR USELESS WHINING!"

The sheer volume of his voice shocked the Ponies-and Spike-into stunned quiet. "If you do not resist, none of you will be harmed," Scorpan spoke, commandingly but calmly.

He fixed the Ponies with a stone-cold glare, and sure enough they all went still. Nodding in satisfaction, the ape-beast released Spike's tail, moving toward the gate. Spike, for his part, could only watch the ape-beast with a mixture of confusion, caution, and just a bit of intrigue. _"Who _is _this guy?" _he wondered.

Taking a deep breath, Scorpan placed his hand on the gate, then exhaled in a deep, throaty snarl as his grip clenched. Surges of dark energy began to emanate from his hand, crackling along each of the gate's bars in every direction. As the crackles faded, there came an ear-piercing screech and a low but affecting rumble. The gate slowly but surely retracted out of the ground, slinking away into the rim of the gateway that held it. Scorpan then looked to Spike, offering his hand. "Come with me," he said simply.

The young dragon eyed him warily. "Do I have a choice?" he asked, voice small but still trying to keep strong.

"You could jump into the ocean," Scorpan replied flatly, "though I doubt you would survive the fall."

Spike quirked his brow, but remained hesitant. "I promised you answers before," Scorpan said, looking at the young dragon with surprising softness. "But I must perform my duty first. Once I have, however, I will explain everything to you. Including why you belong here."

Again, he offered his hand. Ears folded down with nervousness, Spike remained reticent, but as hard as he tried to, he could not think of what else to do. "OK," he said, grudgingly placing his hand in Scorpan's. "For now."

"Once you understand the truth," Scorpan said, leading Spike to the open gateway and motioning for the Stratadons to follow, "you will think differently."

Castle Midnight quickly proved itself to be as foreboding a place on the inside as it was on the outside. The hallway into which the herd and its prisoners entered dwarfed the towering Stratadons, lit only by sparingly-placed torches which burned with the same sickly glow that had been emanating from the windows. It twisted and turned in sharp, cutting corners, and the air hung still and cold. Spike kept close to Scorpan, wincing as he heard the whimpers of fear from some of the younger Ponies; part of him still wanted to pick a fight, but under the circumstances, it seemed like an increasingly fruitless idea. _"Twilight, I really wish you were here; you'd know what to do," _he thought glumly, ears slouching downward as he realized, _"Then again, if you were here…well, you'd be _here."

The minutes it took to trudge down the hall seemed to stretch on forever, but eventually the end came into sight as the hallway opened up into a taller, wider, but no less intimidating circular chamber. There were a number of ovular doorways carved into its jagged rock wall, leading off into even more hallways, with a towering bronze gate in its center. "What're _those_?" Spike asked Scorpan in an anxious whisper, pointing to the strange, bipedal beasts that stood guard in front of each door.

Smaller than the Stratadons but taller than Scorpan, muscular in build but with a hunched-over posture, their bodies were covered in dark-green, armor-like scales, with only their tusk-fanged, pig-nosed faces unprotected. Each one held a sharpened, bone-like spear in its sharp-clawed, long-fingered hands, short tails pointing straight out behind them. "Guardgoyles," Scorpan answered Spike, "They are the Castle's safe-keepers, sharp on instinct but soft on intellect."

The ape-beast soon led Spike and the Stratadons to one of the smaller doorways toward the right of the chamber. The Guardgoyle standing watch clenched its spear as they drew close, snarling protectively. "Stand down," Scorpan growled strongly, his wings spreading out to their full, intimidating length. "I have brought prisoners in the name of Master Tirek."

For a moment, the reptilian soldier remained on edge, but ultimately it stepped aside. With a triumphant grunt, Scorpan walked through the now-open doorway, Spike and the Stratadons following close behind. _"This guy _really _knows how to give orders," _the young dragon thought, tucking himself that much closer to the ape-beast as the Guardgoyle fixed him with a menacing glare while he passed.

He quickly stepped back away, however, when he saw that the room they had entered was divided in half by a wall of jagged, razor-edged bars which pulsed with the same dark energy that had emanated from Scorpan's hand earlier. "This is a…" he started fearfully.

"A Dungeon," Scorpan finished for him, "Yes."

With a wave of his hands, the bars dissipated like mist. The ape-beast then motioned for the Stratadons to move through, which they did obediently, releasing their prisoners onto the ground once they had. The Ponies who were awake trembled with fear, the urge to run plain in their eyes but the wall of dragon-monsters in front of them too intimidating to try and escape, while those who had been unconscious finally began to awaken. As the Stratadons backed away, Scorpan again waved his hand, and the bars reappeared. "H-how long're you going to keep us in here…?" one of the Ponies asked anxiously; it was the brown-haired pegasus from before.

The ape-beast looked him over with cold, calculating eyes, and Spike felt his scales chill; he could see intent in that gaze, though he could not yet tell what kind. And then, with lightning speed, Scorpan reached through the bars, which turned to mist around his arm, and grabbed the Pegasus by the scruff of his neck, pulling him out just as quickly. "HEY!" both Spike and the Pegasus yelped.

Spike rounded on Scorpan immediately. "You promised!" he said, "You promised if the Ponies didn't fight back you wouldn't hurt them!"

To his surprise, Scorpan did not answer, instead looking at him with an inscrutable but unmistakably pained expression. He then turned away, trudging back toward the main chamber and motioning for Spike to follow, while the Pegasus continued to thrash about uselessly in his hand. Spike, however, stamped his foot on the ground, folding his arms in front of his chest; his knees were trembling, and no matter how hard he tried to keep a strong glare going, it refused to wholly stick, but the dragon stood his ground all the same. Standing in the doorway, Scorpan stopped, wings sagging. "Please," he said lowly. "This is something you need to see. Something you need to understand."

With the Stratadons glowering down at him, Spike gulped, looking back to the Ponies shivering behind the dungeon bars. Part of him refused to leave them, wanted to keep an eye on them. _"But maybe the best way to protect them now is to find out more about this place," _another part of him, which sounded suspiciously like Twilight to his mind's ear, said.

Reluctantly, he joined Scorpan at the doorway. The ape-beast nodded with a low snort as he saw the dragon at his side again, the Pegasus he held still trembling but no longer struggling. Together, they excited into the Main Chamber, most of the Stratadons following them out while a handful remained behind, lying down on the ground and guardedly watching the imprisoned Ponies. _"Hang tight, everypony,"_ Spike thought with one last glance back. _"I'll figure a way out of this. Somehow."_

And so he and Scorpan left the Dungeon….

* * *

…but as they stepped away, the Ponies behind the bars found themselves pushed aside as a particularly agitated blue unicorn made her way to the front. "W-where do you think you're going?" she asked, hoarse but striving for bluster, "The Great and Powerful Trixie…d-demands you give her a proper explanation for this...this atrocious affront!"

The remaining Stratadons looked at each other with annoyance, then laid their heads down, closed their eyes, and began to rest. "W-why you miserable vermin!" Trixie shouted indignantly, voice growing stronger and stronger. "Do you have any idea who you so flagrantly ignore? I am not just any miserable run-of-the-mill Pony, I am the one and only, the irreplaceable, the inimitable, the Great and Powerful Trixie!"

"I heard ya the first time," a gentle voice groaned from nearby. "Now would ya mind turnin' it down? I've got a real nasty head-ache right now…."

Trixie turned quickly to see who was impertinent enough to dare give her orders, only to see the source was a familiar soft-yellow filly, her bright red bow crumpled up along her face. "Of course," she sneered, "It's you, the country bumpkin who stole my firecracker. What was it? Apple Bleach?"

The filly blinked her eyes a few times, ears flickering with annoyance as she tried to simultaneously adjust to the dim lighting of her new surroundings, calm her throbbing headache, and not lose her temper at the obnoxious showpony screeching in her ear. "It's Apple Bloom," she said tersely, "'n' I didn't 'steal' nothin', you just misplaced it. In the middle 'o' my family's apple cart."

"Hmph! The Great and Powerful Trixie cannot help it if you peon Ponies happen to put your ghastly carts in the way of her magnificent pyrotechnics," the unicorn replied, turning her snout up to Apple Bloom with a flourish of her cape.

"Whatever you say, lady," Apple Bloom groaned with annoyance, trotting away on unsteady hooves and taking a good look around; without the overbearing showpony to distract her, she was starting to better grasp just what was going on.

She shivered at the cold, and at the unfamiliar setting. The initial excitement of Trixie's defiance had died down, and so the rest of the Ponies had begun to drift around the cell, small groups forming and a low hum of general, albeit nervous, talk floating around. Apple Bloom searched around for any familiar faces, and though she was thankful that none of her friends or family seemed to be here with her, the sense of loneliness that revelation brought with it only reinforced the grip of fear wrapping all over her. _"Be brave," _she told herself, _"Be brave like Granny Smith 'n' Applejack 'n' Big Macintosh…."_

Simply telling herself that was not terribly effective at actually making it so, however. She gave the dungeon another look over, flinching as she spotted the napping Stratadons on the other side of the bars. Still she saw nopony with whom she was terribly familiar, and the fear in her heart threatened to burst into all-out panic. All those frightening questions-_where am I? What is this place? What do these monsters want with me? Where's my family? Are they OK? Will I be OK?_-began nipping at her mind with greater and greater urgency.

Trixie, meanwhile, had moved over to the bars, examining the ominous glow around them with intrigue and impatience. "No mere bars can keep the Great and Powerful Trixie prisoner," she murmured under her breath, furrowing her brow as she prepared to unleash a mighty spell. "But then…I wonder how 'mere' these bars really are…."

To her frustration, if not entirely her surprise, her spell's fruition proved less than successful, amounting only to a swift, stinging pain and a few dismal sparks popping out of her horn. Hissing from the sensation, she stepped back, glaring through one eye while the other winced shut. Taking a look around, Trixie saw she was not the only one who was encountering this problem: toward the back, she spotted a white unicorn with a distinctive, spiky blue mane and red-tinted sunglasses whose horn was backfiring just as hers had. The same thing was happening to another unicorn on the other side of the dungeon and in the middle of the room, this one white with a distinctive purple-pink curl to her mane. "So distance isn't a factor," Trixie mused aloud, rubbing her chin thoughtfully with her hoof.

Her train of thought was interrupted by a light brushing against her hind legs. Turning around, Trixie saw a familiar bow-wearing filly, looking shame-facedly at the ground and holding close to her. "Ugh, _you _again?" the unicorn asked with a sneer, "Unless you've come to give me my firecracker back…!"

"I'm scared," Apple Bloom said bluntly, "Really, _really _scared, 'n' you're the only pony here I know at all. So please…just…stay close t'me, OK?"

Trixie chortled bitterly. "You expect the Great and Powerful Trixie to play Foalsitter to a meager hayseed like you?"

Apple Bloom looked close to tears, eyes closing tightly. "Believe me," she said, "I wish it was sompony else; _anypony _else. I even wish it were that grumpy Mr. Hooves. But it ain't." She looked up at Trixie, expression somewhere between fury and terror, eyes wide and wet. "It's just you. So please, just let me stay close t'you. I won't talk or bother you, I promise, just _please _let me stay close."

The caped unicorn arched her brow, scrutinizing Apple Bloom for a minute; her eyes were shut tight again, as if she were bracing herself to be boxed in the snout. "Fine," she finally groaned reluctantly, rolling her eyes, "you may bask in the comforting presence of the Great and Powerful Trixie."

Immediately, Apple Bloom lit up, eyes opening and looking up at Trixie graciously. "Thank you," she said, voice cracking a little, "Thank you so much, I-"

"Ah ah ah," Trxie said pointedly, poking Apple Bloom in the snout with her front hoof, "remember your promise! No talking, no bothering."

Ears flattening against her head, Apple Bloom's gratitude curdled quickly as she was reminded how much she disliked the unicorn. "Is that understood?" Trixie asked, glaring down at her.

"Yes," Apple Bloom sighed; it was far from ideal, she knew, but then, _nothing _about this situation was ideal, and better Trixie than no pony at all….

"Is that _understood_?" Trixie repeated even sharper than before.

Realizing her mistake, Apple Bloom simply nodded this time. "Good," Trixie said haughtily, "Let us hope you can keep to that, then."

With another overdramatic twirl of her cape, the unicorn began walking toward the back of the dungeon, eyes set with determination. "The Great and Powerful Trixie will not simply sit idly by and let these beasts keep her prisoner, after all," she said, more to herself than Apple Bloom, "and she will not abide any distractions."

Apple Bloom followed close behind with an anxious pace, making sure not to make too much noise or bump into the unicorn at all. There were no windows in the dungeon, but she found her eyes drifting upward even so, wishing there were. If she could see the sky, she could at least remember that there was in fact a whole world out there beyond these dank walls and glowering monsters, and that somewhere out there in that world, her big brother and sister were both planning to rescue her….

* * *

"Is your pillow fluffed enough?"

"Ee-yup, Ms. Fluttershy."

"Do you need another glass of water?"

"Nope, Ms. Fluttershy."

"Is there anything else I can get you?"

"Nope, Ms. Fluttershy."

Applejack watched Fluttershy hovering around Big Macintosh's sickbed with a bemused grin; even with the other Nurses around to help, her pegasus friend had insisted she be the one to oversee Big Macintosh's care. "So many other Ponies need your attention right now," she had explained to them, "and the Apples are dear friends of mine. This way, Big Macintosh will get the care he needs and there'll still be all you Nurses available to care for everypony else."

Given just how many injured Ponies there were to attend to, it was hard to argue with her logic, and so the three of them had wound up tucked away together in a small little room in the town shelter, with Big Macintosh laid up in bed, Fluttershy doting on him, and Applejack alternating between amusing herself by watching the two of them and gazing out the room's lone window to keep track of what was going on with the rest of the town. _"'Bout time I catch up on that, as a matter of fact,"_ she thought to herself, turning away from Fluttershy and her "patient" even as the pegasus insisted on scratching that itchy spot on his snout for him.

Looking outside, she watched the intersecting lines of activity moving through town. There were the Royal Unicorns, of course, their horns alight as they studied and tested the black clouds, but they had not made any progress since Applejack had first looked out at them. Each probing pulse of magic crackled along and fizzled out against the domineering clouds, and the Earth Pony found she could not keep her attention on them without dwelling on thoughts of what lay on the other side of that veil of darkness...

Instead, she let her focus move to the intersecting activities of the citizens of Ponyville . Some of them were working alongside the Pegasus Guards to clean up the debris strewn throughout the streets and hang up small lanterns on the remaining rooftops and window sills. Others were keeping close to the shelter, to their friends and loved ones. Applejack smiled as she watched a pair of Earth Pony parents comforting their foal. _"We took a lickin',"_ she thought, _"but we'll keep on tickin'. That's the ol' Ponyville Spirit, just like…."_

"Um, Applejack?" Fluttershy's timid voice returned her to the room.

"What's up, sugar-cube?" the cowpony asked, keeping her eyes on the outside but sidling over a bit to let her pegasus friend share the sill with her.

Fluttershy cuddled up gently next to her with a bashful squeak and a humble smile. She made sure not to look outside, however; there was nothing out there she felt up to seeing at the moment. "Um, I was just wondering," she said, "since Big Macintosh seems to be doing alright…," and she suddenly whipped her head around, looking wide-eyed at the bed-ridden Clydesdale, "You _are _doing alright, right?" she asked nervously, just to be sure.

He nodded with an earnest grin.

Turning back to Applejack, the pegasus continued, "Well, that being the case, um…could I maybe go check on Angel and my other small animal friends? I know they promised to be on their best behavior, but they're not used to staying in a place like this shelter, with so _many _other Ponies around, and I just want to be sure they're doing OK."

"Of course ya can, Fluttershy," Applejack said, giving her friend a gentle pat on the back, "Tell 'em 'hello' for me while you're at it."

Beaming happily, Fluttershy opened her wings and hovered toward the doorway. "Thank you, Applejack," she said brightly, "I promise, I'll be back soon."

She then gave Big Macintosh one last look over. "You take care of yourself while I'm gone, mister," she said with a mother's sternness.

With that, she hovered out of the room and off toward the Main Hall of the shelter, both Apple siblings watching her leave with affectionate grins. "Aint' she somethin'?" Big Macintosh chuckled, snuggling up against his pillows. "I don't think I've ever had a comfier bed thanks t'her."

"That's Fluttershy for ya," Applejack said warmly with a nod, "She's got a heart as big as all Equestria."

They shared a fond little laugh at that, but after a few moments it died down. "You sure you're doin' alright, Big Mac?" Applejack asked gently, trotting over to the side of the bed.

"Ee-yup," the Clydesdale answered simply.

Applejack bit her lip; both had dodged the topic since they had gotten to the shelter, but neither had forgotten about it, and now that they were alone, it was all the more on their minds. "Then…you gotta tell me," she said, "what happened to Apple Bloom?"

Her brother's ears folded down as his face softly saddened. No answer, however. Applejack turned away sharply, stomping one hoof down in frustration. "Yeah," she said mournfully, eyes clenching shut, "that's what I was afraid of."

Taken. Just like all the others. Even after Rainbow had told her how she'd lost track of Apple Bloom during the attack, the cowpony had thought…_hoped_…that she had gotten away safely. Somehow. Now, though, she knew. Those monsters had her little sister. "Applejack…." Big Macintosh whispered sympathetically.

"I shoulda been there…!" Applejack said furiously, "I shoulda _protected _her! I promised her…I promised _them_…!"

"Applejack," Big Macintosh said again, far firmer this time.

Her eyes opened as she held her breath; it wasn't often her brother spoke like that (or indeed much at all), but when he did, it was a good idea to listen. "I _was _there. I _couldn't _protect her. How do you think _I _feel?" he asked, and even though she was looking away from him Applejack could feel her brother's eyes boring into the back of her head, "But it don't do me, or you, or Apple Bloom any good t'beat ourselves up over something we can't change."

It was Big Macintosh's turn to sigh then, leaning back into his pillow. "Please," he said, voice returning to its gentler tone and softening even further, "Don't put that on yourself. Not when you put so much on yourself already."

Applejack gently slid her hat over her hoof, pulling it off her head and looking at it to remember. To remind herself. She stood in silence for a minute before finally speaking, with a rare but real vulnerability, "I swore to myself…to Ma 'n' Pa…that I would never let our family down again."

She pressed the hat to her chest, eyes drifting back to the window. _"The ol' Ponyville Spirit. Just like you taught me," _she thought to herself, her worry hardening back into frustrated determination. Eyes clenched shut, she placed the hat back on the head with a fierce whinny and a slap of the tail to the ground. "And I won't. Not this time," she said.

It was Big Macintosh's turn to sigh now; he knew _that _tone of voice all too well. That was his sister's "I can Apple Buck all these trees by myself" voice. "Now hold yer horses, sis," he told her, "don't you go runnin' off half-cocked on some crazy rescue mission, that's just as bad!"

Applejack began to say something in response but, to her surprise, Big Macintosh cut her off. "I already lost _one _sister," he told her bluntly, "I don't want it t'be two!"

He watched the orange cowpony's head sink, her shoulders tense. "It's something I've gotta do," she said lowly.

"No it ain't," Big Macintosh replied, sternness tempered with concern, "That ain't what Ma 'n' Pa wanted for you, to live like you'll always have somethin' to prove. Applejack…please…."

The sternness broke down a little more with each word, the worry he had secretly nursed for some time now overtaking it. Slowly, Applejack's head rose up, turning toward her brother. Big Macintosh felt his heart sink as he realized he was too late. The pained little smile on her face said it all; her mind was made up, and there would be no changing it.

Just then, the door creaked open, and both siblings composed themselves, expecting Fluttershy. They were, instead, greeted by a rather different face, though still a familiar one. "I hope I do not interrupt. Was my entrance too abrupt?"

Garbed in her familiar tan-brown robe, satchels of herbs and medicinal potions hanging from her sides, Zecora the Zebra stood patiently in the doorway, courteously looking in at the two siblings. "Not at all, Zecora, please come in," Applejack said curtly, clearing her throat before locking eyes with Big Macintosh. "I think we said everything that needs sayin' in here."

The Clydesdale briefly considered responding, but he could see the truth of those words in his sister's intense eyes. With a disappointed grumble, he nodded reluctantly. "What brings ya 'round here?" Applejack asked Zecora as she joined the Earth Ponies by the bed. "Was the Everfree Forest attacked by those monsters too?"

"Not at all, thankfully," the zebra answered, "Those beasts were content to leave that place be. No, I am here by Royal Request, to provide the service that I do best."

She loosely slipped one of her satchels onto the ground. "To aid Ponyville's citizens," she continued, "with my special medicines."

Carefully, delicately, the zebra reached into the downed satchel, pulling out a small, corked vial of thick green liquid. Big Macintosh visibly blanched at the sight of it, and despite everything else, Applejack couldn't help but chortle just a bit; he always did hate having to take his medicine. "I shall take care of your brother," Zecora said, looking to Applejack with a friendly smile, "but you must take care of another."

"'Another'…?" Applejacked asked.

"Twilight Sparkle and your friends have an urgent matter with which to attend," Zecora explained, pulling the cork off the vial, "I met them as I was coming here, and to fetch you I did volunteer."

The orange Earth Pony's ears stood on end; an urgent matter? Maybe _they _were planning some kind of rescue mission too…! "Thank you kindly for the favor, Zecora," she said, already moving to leave, "and for takin' care of Big Macintosh. Did the girls say where they were goin'?"

"To the Shelter's Royal Hall to speak with Celestia and explain it all," Zecora replied.

She then lifted the blanket off Big Macintosh, slowly spreading the green liquid across his chest; the Clydesdale sighed with relief, both at the soothing feel of the potion and the fact that he did not have to drink it. Seeing all was well, Applejack began to bolt outside, but just as she stepped through the doorway, she heard her brother's sigh turn into a stern call. "Applejack."

She turned around and looked at her brother, and again their eyes locked. "…be safe," he told her.

The Earth Pony gave a strong nod, and with that she galloped off toward the Royal Hall. Careful not to bump into anypony, she soon saw Fluttershy gliding along in the same direction. "Fluttershy!" she called out to the pegasus, who gave a gentle gasp at hearing her voice.

Before long, the two were side by side, making their way quickly to the center of the Shelter where their destination awaited. "Zecora explained everything," Fluttershy said, "although I do hope she does alright with Big Macintosh; I know how particular he is about medicine…."

"Don't you worry none about my brother, he's gonna be just fine," Applejack said, again chortling just a little, "Let's you 'n' me just focus on getting' to the Royal Hall, alright?"

Fluttershy nodded, and the pair continued their brisk trip.

* * *

Having left Scootaloo and Sweetie Belle in the shelter's playpen for other young fillies and colts (watched over by a dutifully vigilant Cheerilee), Twilight led her little group toward the Royal Hall. Up until then, of course, the hustle and bustle of the other Ponies in and around the shelter had distracted them all from the awkward silence that hung over a visibly agitated Gilda, but as they drew closer to the Princess' chamber and those crowds thinned out more and more until they were the only ones around, it became harder to ignore; even Pinkie found she could not think of anything sufficiently happy to say to resolve the tension. Rainbow Dash in particular bristled with worried impatience; every so often, she would float closer to her old friend as if to say something, but at the last second she would pull back and remain silent. Twilight was thus all too happy to inform them, "We're here," as the two stalwart guards standing watch over the Hall's entrance came into view, "I just hope Zecora got our message to Applejack and Fluttershy…."

As if on cue, the Earth Pony and the pegasus rounded the corner behind the group, quickly catching up. "Ah lovely, you're both right on time!" Rarity greeted cheerfully, "It just wouldn't feel proper to see the Princess without you two."

"Hope we didn't keep y'all waitin' too long," Applejack replied. "Mind fillin' us in on what all this fuss is about?"

Twilight caught them up on the situation as quickly as she could (despite the occasional interjection from an all-too-happy-to-talk-again Pinkie Pie), though not without noticing Fluttershy's discomfort with Gilda or the chord the griffon's potential information seemed to strike with Applejack. "With any luck," the purple unicorn finished explaining, "whatever it is Gilda has to say might help Princess Celestia and I hatch a plan to rescue all the victims captured during the attack."

"Like poor Spikey-wikey…." Rarity sighed.

Gilda scoffed. "Let's just get this over with already, huh?" she asked lowly.

She suddenly found herself side by side with a landing Rainbow Dash. "I'll time ya," she said simply, a confident grin masking her worry.

The griffon gave a respectful little grunt as Twilight moved to the head of the group, looking to the Guards in front of the gate. "My name is Twilight Sparkle," she said sternly, "My friends and I wish to speak with Princess Celestia on matters of urgent importance."

Recognizing their leader's prize pupil when they saw her, the two armored Pegasi nodded, opening the gates and stepping aside to let the group enter. From its lush red carpet to its dignified pillars, the Royal Hall was almost an exact replica of Celestia's throne-room from the palace of Canterlot; even the stained-glass windows depicting important moments of Equestrian history were the same. As they entered, the girls saw the Sun Princess herself sitting patiently in a tall, regal throne, but to their surprise she was not alone; Luna was right next to her on a throne of her own, and the two sisters seemed in the midst of a gentle conversation. "Hello, Princess Celestia," Twilight greeted warmly, "and Princess Luna as well; it's a pleasant surprise to see you again."

"The feeling is returned in full, Twilight Sparkle," Luna said with a sincere smile.

"I am glad to see you and your friends have returned to the shelter safely," Celestia said, rising from her throne and stepping toward her student with a smile of her own. "Was your search through town successful?"

Pinkie Pie eagerly bounced between Twilight and Celestia, nodding eagerly. "It sure was!" she said energetically, "We found out the Cakes were safe and we found Sweetie Belle and Opalescence and-"

A tug of her tail from Twilight was enough to make the bubbly Earth Pony back down with a sheepish giggle. "We did manage to accomplish what we set out to do," Twilight explained, "but along the way…well…."

She looked back to the others, motioning for Gilda to step forward. The griffon's claws clenched anxiously, tail sharply sweeping against the floor. "Go on, Gilda," Rainbow encouraged, gently elbowing her old friend in the side, "You're not scared of any silly ol' Pony, are ya?"

"Depends," Gilda scoffed, flashing a sharp little look at Fluttershy. "Are there any _Ponies _afraid of _me_?"

Rainbow's wings shot out protectively in front of her cringing fellow Pegasus, but the griffon had already begun walking away before she could say anything. _"Almost forgot why things went so bad last time…." _she thought glumly.

Twilight too was less than enthused with Gilda's behavior, but knew that the lecture would have to wait, at least for now. "Princess," she said, doing her best to keep her tone civil, "may I introduce…."

Even as Gilda glared with annoyance at the unicorn's formal introduction, she found herself in Celestia's shadow. "Gilda Griffon, yes?" the alicorn asked, looking her over carefully. "Twilight spoke of you in her letters."

Feathers visibly ruffled by the Princess' calm control, Gilda nonetheless nodded. She was about to fire off a retort (though in truth she did not really know what she would say), but Twilight was quick to interject. "She helped protect a good friend of ours, Scootaloo, during the attack," the unicorn explained, "and says there is something very important she wants to tell you."

All eyes and ears soon turned to Gilda; even Luna was leaning forward in her throne, listening intently. The griffon looked to the still-calm Celestia in front of her, then to the sternly-gazing Twilight next to her, and finally to the wide-eyed and worried Rainbow behind her. She let out a ragged breath before turning to face Celestia again, eyes locking with her intently. "Look," she began, and Rainbow could not help but notice the uncertainty hidden beneath the gruffness, "what I gotta say…it ain't exactly pleasant."

She watched Celestia cautiously for any sign of a shift in expression; none came, much to her annoyance. Still, she continued, "Those monsters that attacked…they're taking all the Ponies they snatched to a place called Castle Midnight, and…."

"Where is it?" Applejack interrupted sharply. "Where is this 'Castle Midnight'?"

"Nowhere you can follow," Gilda snapped with equal sharpness, though her eyes remained fixed on Celestia. "I can't explain it exactly, but it's like they're from some…other universe or something, 'n' those Black Clouds are their way in 'n' out of it."

That answer did not seem to satisfy Applejack, but just as she was rearing to speak up again, she found herself tapped on the shoulder. Looking to her side, she saw Rarity, shaking her head. "Best to let her finish first," she said sympathetically.

Though she grunted with disappointment, the Earth Pony ultimately nodded, taking a breath and going quiet. "Please," Twilight told Gilda firmly, "continue."

"The Castle's ruled by some creep who calls himself Tirek," the griffon continued, and again Rainbow could hear the bitter uncertainty in her words, "He's the one who had those monsters attack this town in the first place. I dunno what he wants with all those Ponies he snatched, but I do know he wants 'em alive."

There was a moment of silence, Gilda eyeing everypony around her guardedly. "That's all I know," she said curtly, talons clicking impatiently against the floor.

It was silent for a minute after that, each pony absorbing the information in her own way. It was Twilight, however, who finally asked the question on all their minds. "How do you know all this?" she said, blunt but trying to remain somewhat courteous.

"Because…." Gilda started to answer, the hesitance that had been hiding in her tone earlier now far more apparent.

She cut herself off, grunting with discomfort as her talons picked up their pace in needling the floor. Rainbow and Twilight each took small steps toward her, but her tail whipped down sharply to stop them. "Because he told me," she finally managed to say, "Ths…'Tirek' guy told me."

While most of the others exchanged looks of uncertainty and confusion, Luna gasped with shocked understanding. "It was like his voice was…in my head," Gilda continued, a discomforted little twitch in her wings, "He wanted my help …."

"…and…?" Rainbow asked softly, stepping next to her old friend.

Gilda looked the pegasus square in the eye. She growled with frustration as she replied, "I said 'yes'."

"G-Gilda…!" Rainbow gasped, recoiling in surprise. "How…? Why…?"

"Look, I was just so…mad!" Gilda said, slapping at the ground with her tail. "You'd turned on me, Dash! Everypony in this stupid town turned on me! I wanted to get some pay-back!"

"So you were gonna destroy the whole town, just because you got the butt-end of some pranks?" Rainbow retorted heatedly.

The two were all but literally butting heads now. "Or maybe because my so-called 'best friend' didn't stand up for me when I needed her!" Gilda snapped right back at the pegasus.

Both were beginning to beat the air angrily with their wings before Twilight pushed them apart with a quick burst of magic. "Both of you, please!" she urged, "I know how difficult this is for you, but that isn't the point right now!"

The two of them were still staring down with each other, each one wearing their own mix of anger and hurt on their faces. Ultimately, however, both looked away with a disappointed sigh. "Look…Dash…," Gilda finally grumbled, "If it means anything…I couldn't go through with it. When push came to shove…."

She huffed again, cutting herself short and returning her eyes to Celestia. "I'm done. That's all I've gotta say," Gilda told the Sun Princess.

Celestia nodded sagely, returning to her throne with calm steps. Taking her seat, the white alicorn closed her eyes in thought. Luna too was in a state of deep contemplation, but far more anxious than her sister; over a thousand years later, and she finally knew the name of the beast who had spoken to her…who had turned her against her own family. "So…now what?" Rainbow Dash asked, addressing the question to all but looking square at Gilda.

"Clearly, this information gives us much to think about," Celestia replied, "I would ask, Ms. Griffon, that you stay here in Ponyville until further notice," She continued to speak even as the griffon visibly winced, "as I may need to speak with you further about what you have told us. For now, however, feel free to explore the town to your heart's content, and help yourself to our food and resources."

The griffon gave a discomforted little squawk at that. "Dunno if that's such a good idea…."

She found herself gently patted on the wing, however, shooting an annoyed little glare at the pony responsible; to her surprise, however, it was Rainbow Dash, wearing a guardedly hopeful smile. "I dunno," the swift-winged pegasus told her, "Maybe…maybe hangin' around for a bit'll…I dunno…make up for lost time?"

"You…you'd still want that…?" Gilda asked, looking at her old friend with disbelief.

"Always," Rainbow answered, simply but sincerely. Hearing Fluttershy's familiar whimper, however, she made sure to add, "Just…maybe dial it down a bit?"

The griffon scowled a bit, but ultimately nodded. As Rainbow looked back to her, Fluttershy managed to step tentatively forward, nodding as well. "T-thank you…." She said softly.

"HOORAY!" Pinkie Pie shouted out, shattering the solemn air immediately as she bounced over the three of them, tossing streamers and confetti along the way ("Where was she hiding those…?" a baffled Rarity asked), "Big Time Friendship happening over here!"

Gilda rolled her eyes, but managed to smile a little bit even so. "Well, now that _that's _settled," Twilight piped up politely, "I think we should let the Princess have some alone-time to think things over."

The girls nodded in agreement, each one turning to leave the Royal Hall. Just as they were about to open the door, however, Celestia stopped them. "Actually," she said calmly but firmly, "I wish to speak with you myself, my faithful student. The rest of you should help acquaint Ms. Griffon with the shelter, but I must talk with Twilight Sparkle alone."

Twilight shared a concerned little glance with her friends, but ultimately smiled. "It's fine, girls, I'll catch up with you soon enough," she told them reassuringly.

"Don't hesitate to let us know if you need anything, darling, we'll be waiting for you," Rarity said, and soon she and the others were on their way out.

Looking up at her older sister, Luna whispered, "May I stay and listen, 'Tia?"

Celestia nodded, even as Twilight watched the gates close with a warm smile, the purple unicorn soon turned to her teacher with a more serious, sober expression. "I'm sorry that was so…tense…" she said, "but it couldn't be helped. Gilda's a little intimidating, but it's a good thing she told us what she did. Now we can start planning our next move a bit better informed."

Celestia frowned somewhat at that statement. "That is what I wished to speak with you about…." She began.

"Good, because I have a _lot _to talk about," Twilight, taking that as her cue, replied eagerly, "especially now that we know what Gilda's told us. If the black clouds really do act as some sort of Gateway to another dimension, we can use that information to start calibrating our Unicorn Team's Magic accordingly, and hopefully trigger the Gates again from this side of the portal-"

Ears flattening glumly, Celestia tried to stop her student. "Twilight…."

Apparently not having heard her, the unicorn simply continued, "-which should allow us to enter the other dimension and pursue those monsters with an army as big as we can fit, although admittedly it sounds like whoever this 'Tirek' creature is might be even more powerful than that Scorpan character, and _he _was able to temporarily block your magic, so we have to take that into consideration too-"

"Twilight," Celestia tried again, still in vain.

"-not to mention Tirek seems to have some kind of telepathic ability, suggesting he may have other even deadlier kinds of mental Magic we don't know about yet, a variable that could prove tricky to calculate but only if we go in unprepared, which thankfully we won't be because we'll have the Elements of Harmony _with _us instead of me trying to awaken them and-"

The unicorn stopped dead in her tracks at that, realizing what she had accidentally let slip. Clamping her hooves over her mouth, eyes widening with fear and guilt, she stumbled back a bit as she tried to find some way to squirm free of her mistake. "Um, that is to say…I mean, uh…." She squeaked helplessly.

Celestia continued to simply look at her with saddened eyes. "…Princess, p-please…forgive me…." Twilight finally whispered forlornly, sinking to her knees. "I…I meant to tell you before, but I just felt…I was scared you would…."

Still no words from the white alicorn. Twilight bowed her head to the ground, closing her eyes to try and hide the tears that were starting to form. "I'm so sorry!" she cried, "I know it was dangerous of me to try and summon the power of the Elements by myself, but it was the only thing I could think to do! I should've told you as soon as you arrived, but I thought you would be disappointed in me, and I just…I just…"

Biting her lip, her tears slowly found their way down her cheeks. _"So weak…so stupid…!" _her mind shrieked angrily at her.

"Twilight," Celestia said one last time, gently resting her horn upon the young unicorn's shoulder.

Looking up at her teacher with a tremble, Twilight struggled to regain her composure. "It is alright," Celestia told her gently, "I already knew."

"You…already…?" Twilight sniffled with confusion.

"I could sense it all over you when I arrived," Celestia said, "Magical backlash of that nature is hard to miss. It's why I wanted to talk to you, in fact."

Cheeks going flush with a mix of shame and embarrassment, Twilight whimpered softly as she looked away from her mentor. Celestia, however, leaned toward the unicorn with another gentle tap of the horn. Luna, watching the scene unfold in patient silence, could not help but smile; she had always admired how nurturing her sister was to those who needed it. "You must think of this as a learning experience, my most faithful student," the Sun Princess told Twilight, "Not something to hide from."

Twilight nodded slightly, though her frustrated feelings were still plain on her face. "Tell me, Twilight," Celestia said, "The Spell you tried to use to re-awaken the Elements…how did it work?"

For obvious reasons, the unicorn was reluctant to answer. Yet looking at Celestia's face, the warm eyes and the welcoming smile, helped to eventually ease a reply out of her. "W-well," she said, doing her best to sound authoritative, "I…I attempted to have my friends focus on the emotions that connected each of them to their Element, and in turn harness those emotions through my Magic." As much to assure herself as to explain, she added, "It's really just a slightly-modified version of the way in which we've used the Elements in the past."

"And yet you were unable to complete the spell," Celestia said with a carefully-balanced tone, "Why do you suppose that is?"

Twilight's ears folded and her head sank. "Because of me," she said, her earlier stab at confidence seeping out of her, "Because my Magic was too weak."

Celestia shook her head with a slight little smile. "It is not about weakness, Twilight Sparkle," she said knowingly, "but understanding just what it is that truly connects you and your friends to the Elements of Harmony."

The prospect of getting to learn something so important seemed to brighten the unicorn's spirit somewhat, and Luna too looked at her sister with interest as she said, "By taking the entire task upon yourself, by asking your friends to focus only on a single emotion, you miss the greater truth the Elements represent. For remember, Harmony does not come from any one Element, but instead the balance of all Elements together. No single emotion can truly achieve that, nor can any single Pony."

"I…I think I understand…." Twilight said, and indeed she could feel the words resonate with her as she played them back in her mind. "And I'll be sure to use that knowledge to help when you lead your Rescue Mission through the Black Clouds!"

While Luna gently clopped her hooves on the ground in applause, however, Celestia's demeanor saddened again. "Your vigor is inspiring, my student," she said, worrying Twilight with the clear tone of regret in her voice. "But I fear it is more difficult than you realize."

Twilight's ears quirked in curiosity. "How so?" she asked.

"Before I left Canterlot to come here, I too attempted to gather the Elements," Celestia explained, "But I discovered that their magic has grown dormant."

"Dormant? How? Why?" Twilight squeaked with surprise and fear.

Just then, a majestic cry rang through the throne room. As if the sun were rising just outside, rays of light began to shimmer through the windows, covering the entire Hall in a rainbow of vibrant color. With a sudden flash, Philomena the Phoenix appeared, hovering in the air for a moment before flapping over to the Sun Princess' waiting hoof and perching upon it. "Welcome back, Philomena," Celestia said, giving her pet an affectionate little nuzzle even though her mood remained visibly morose.

The firebird returned the gesture, a weary little smile spread along its beak. Her face soon turned serious, however, as she whispered into Celestia's ear. Student and Sister both strained to listen to what the Sun Princess was being told, but neither one could make out any words they recognized. Eventually, Phiolmena stopped whispering. "I see," Celestia said gravely, "It is even worse than I feared."

"What is it, Princess?" Twilight asked, "What's wrong?"

Celestia did not answer at first, instead whispering something to Philomena. The firebird nodded, and quickly flew out of the Hall. The Sun Princess then took a seat on her throne, eyes closed and lips pursed. "Sister…?" Luna whispered.

"Ponyville was not the only location attacked," Celestia replied, opening her eyes and locking them on Twilight. "Fillydelphia, Manehattan, Cloudsdale, Baltimare…even Colonies like Appleoosa and Las Pegasus. All covered in black clouds, all attacked by these same monsters, with countless numbers of Ponies abducted from each one. I have asked Philomena to instruct our forces to send soldiers out to guard each area, lest our enemy attacks again."

"'T'would seem this…Tirek…is most powerful indeed…." Luna whispered, shuddering a little at that name.

"To put it mildly," Celestia said. "This too explains why the Elements of Harmony now slumber. With these clouds hovering over all Equestria, the balance of our very world has fallen out of order. Without balance, there can be no Harmony, and without Harmony, there can be no Elements…."

Twilight gulped, realizing her hooves had begun to tremble slightly. Shaking her head, however, she forced them to be still. "Fine," she said with renewed boldness, "we don't have the Elements of Harmony. But we still have _you, _Princess! You'll…!"

"No, I won't," Celestia said, and Luna could hear the heartbreak even as the Sun Princess tried to hide it.

It took a moment for those words to sink in for Twilight, and another for her to make sure she had understood them correctly. "W-what do you mean…?" she asked softly, still not entirely able to believe her ears.

The white alicorn's gaze drifted to one of the stain-glass windows, an image of the sun shining over a field full of Ponies playing across its panes. "With these clouds hovering over Equestria, our land is adrift, surrounded on all sides by a gate we cannot open, but which our enemies can attack from and then retreat back into at will," she said, a strain to her voice Twilight had never heard before, "My troops will be spread out dangerously thin in order to provide some protection to those places that have already been attacked, and who knows where else might be the next target?"

She paused, still looking at the window as she tried to collect herself. Twilight and Luna could both see the conflicted emotions playing out across her face. "Worse, Philomena warns me there are signs that these clouds have caught the attention of other foes. Dragons, Diamond Dogs, Changelings…all of them waiting for a chance to take advantage of this precarious situation." Firming herself, the Sun Princess continued, "Equestria is worryingly vulnerable as things stand now; assuming we _could_ find some way to follow after our enemy at all, if I were to leave…even for the sake of a Rescue Mission...that vulnerability would only grow, and place even more lives in danger."

Twilight gave an agitated scuff at the rug; no Elements, no Princess…no hope? No…there had to be something, _anything_, she could think of. Her signs of distress became increasingly obvious as the unicorn racked her brain for an answer, an encroaching sense of despair picking at her heart. And then, in a flash, it came to her. "I understand why you must stay, Princess," she said, her entire demeanor calming down as she bowed down on her front knees. "Therefore, I humbly request you allow me to go instead."

"Only you…?" Luna asked, gaping at the unicorn in surprise.

Twilight nodded determinedly. "Like I said, I'm confident I can find a way to use these Clouds the same way the Stratadons did, to follow them back to wherever they've taken their prisoners," she explained boldly, "And one lone Pony is unlikely to attract much attention. My magical aptitude makes me ideally suited for the task; I can use my spells to track down the captured victims, and to protect myself from any threats I encounter along the way."

She looked hopefully to Celestia for an answer, but received only a solemn stare in return. When another moment passed with no reply, she continued, tamer than before, "I realize it isn't ideal, but it seems to be our best option under the circumstances."

"No," Celestia finally answered with cold, cutting finality.

Twilight sighed with exasperation. "Princess, _please_…!" she began to plead.

To her shock, however, Celestia's wings suddenly spread fully, her voice booming with authority as she said, "Twilight Sparkle, I _forbid _you to venture through those clouds on your own!"

For a moment, Twilight simply stood there, staring at her teacher in stunned silence. She shook her head gently, tears again beginning to well in her eyes without her even realizing it. "If I don't go…and you won't…." she said, voice cracking despite her best efforts, "All those Ponies…Ms. Mare, Derpy, Apple Bloom…_Spike_…."

Struggling to understand Celestia's decision, she began to cry gently, trembling again with sheer emotion. "…we'll be _abandoning_ them."

Though her wings folded back to her sides, Celestia's expression remained pointed, her eyes tightly closed, and she was only silent.

That proved to be the last straw for Twilight. "I…I see…" she whispered shakily. "Very well then…."

And without another word, she turned and left, tail sagging and head hung.

The echo of the gates closing behind her hung coldly in the air. Eventually, Luna glided off her throne, readying to follow the unicorn, but stopped as she heard her sister's voice, all trace of strength gone from it. "Let her go."

The blue alicorn turned back with confusion, which soon turned to surprise as she saw how deflated…how _defeated_…Celestia looked. "She must make her own choice now…." The Sun Princess whispered mournfully.

* * *

Twilight wandered through the halls of the Shelter in a daze. She could see the Ponies around her, hear the bustling conversations they were having, but where just a few hours ago that had lifted her spirits, now they only passed through her like so much empty wind. All she could really see, all she could really hear, was Celestia's angered glare, her ruthless words of warning.

"_Twilight Sparkle, I forbid you to go through those clouds on your own!"_

The unicorn barely even realized she was leading herself into an empty bed-room as she attempted to chew those words over in her mind, trying to make them make sense. Trying to find some way to conclude that Celestia-her teacher, her mentor, her _friend_-was not simply allowing all those innocents taken by the Stratadons to rot in whatever prison they had been taken to.

Yet no matter how she came at it, it all added up to the same thing. No Elements. No Princess. No hope.

A cool breeze from the bed-room's open window sent a shiver down Twilight's body, at last giving her some distraction from such thoughts, though only a minor one. As she moved to close the window, however, she saw two familiar little figures perched on its sill: one, a dignified Owl with eyes that still seemed friendly despite their blank blackness, and the other a small little Phoenix chick, nestling comfortably against the larger bird's wing. "Owlowicious…? Peewee…?" Twilight whispered in surprise.

"Hoo," Owlowicious answered curtly; Peewee too gave a happy little chirp.

Despite herself, Twilight smiled; she had hoped the two of them had been safe despite the attack on the Library, and knowing that they were helped bring a little bit of happiness back into her spirit. "It's good to see you both," she told them, stroking Peewee's tiny head delicately. "I just wish…."

Looking at the hatchling reminded Twilight of how he had come into their lives…of how Spike had saved him from those Dragon bullies. Now, for the first time since she was a foal, she faced the possibility of never seeing her trusted companion again. "I just wish our _whole _family was here," she told Peewee gently.

Again, the two birds cooed comfortingly.

The unicorn sighed, wiping the fresh tears from her eyes before they could fall. "I just don't understand," she told the two birds glumly, "I know it'll be dangerous to go into those clouds; I know I may not even be able to figure out _how_! But Celestia's always trusted me in the past when Equestria was threatened. Why would she…?"

"Twilight?"

Surprised at the new voice, Twilight gave a light squeak as she turned around. "Whoa there, sugar-cube, didn't mean to startle ya," Applejack greeted as she entered the room, Rarity, Fluttershy, Pinkie Pie, Rainbow Dash, and even Gilda following her in.

"We saw you walking through the main room, looking just so terribly sad…." Fluttershy began sympathetically.

Pinkie Pie immediately popped up behind Twilight (how, the unicorn could only guess) and continued with gusto, "…so we figured we'd find out what had you so frown-frown-frowny and turn that frown upside down-down-downy!"

Before she could reply, or even think of anything to say, Twilight found herself wrapped in a warm blanket hovered atop her shoulders by a gentle touch of unicorn magic. "Indeed," Rarity said, sidling up next to Twilight comfortingly, "Whatever did the Princess tell you to leave you in such an awful state, darling?"

"Yeah!" Rainbow said fiercely, "'Cuz nopony, not even the Princess, gets away with makin' a friend of _mine _cry! Right, Gilda?"

The griffon's cocked brow reminded Rainbow not to get carried away, but she at least managed to grumble a dry, "Better this than havin' to…ugh…'socialize'…."

Even Owlowicious and Peewee gave their approving hoot and tweet.

Looking from face to face, seeing the concern, the affection, clear as a star in each of her friends' eyes, Twilight felt her spirits lifting. Even after the danger they had faced from her back-fired spell…after having their homes ruined, their families threatened…the moment her friends had seen her distress, they had come to help. It was a bond of the strongest trust, the truest friendship, and she could not have been more thankful for it.

"_Twilight Sparkle, I forbid you to go through those clouds on your own!"_

And it was then that she realized Celestia had chosen her words very carefully.

"Thank you," Twilight said warmly, looking to each of her friends in turn, even at Gilda, with a newfound strength, "_all _of you. I appreciate your feelings, and I'm grateful for your support."

She hesitated for a moment; to ask so much of them again, after what had happened before…and yet, this could be their chance. Their _only_ chance. "But there's something I need to tell you all."

* * *

It felt as if Scorpan had been leading Spike down the same towering hallway for ages. Along the way, he had glimpsed more dungeons, seen more Stratadons carrying even more Ponies, and the sinking sensation that escape from this Castle might well be even more difficult than he had initially imagined began to settle in his stomach worse and worse with each one. The Pegasus Pony Scorpan was carrying had long since ceased struggling, though occasionally he was heard to whimper with fear or discomfort. "OK, I don't know where you're taking me _now_," Spike finally snapped, his inner tension bubbling over, "but it had better…!"

His protest quickly ceased, however, as the echo of a distinct sound caught his ear, filling the once-silent hallway more and more with each step he and Scorpan took. The young dragon almost thought it sounded like a drum at first, a deep, pounding noise beating every few seconds. Boom…boom…boom. Yet as the imposing iron gate at the hall's end came into view and the sound became clearer, Spike realized it was not a _drum _beat, but rather…a heart beat? _"I so don't want to find out how that makes sense,"_ he thought, _"even though I'm pretty sure I'm about to anyway."_

The four Guardgoyles standing in front of the gate parted ways as Scorpan approached, but the ape-beast stopped just short of the actual gate. "Stay _right _next to me," he said lowly, and Spike could tell he was talking to him even without being looked at, "Do not speak. Do not move. Do not call attention to yourself in _any _way. If I give you an instruction, follow it exactly, without hesitation. Do you understand?"

Spike nodded.

"Good," Scorpan grunted, tightening his grip on the scruff of the Pegasus Pony's neck as his frightened whimpers became louder and more frequent; the poor thing was twitching with each thudding beat that echoed out from behind the gates. Boom…boom…boom. "Master Tirek!" Scorpan shouted, "I have returned!"

With a grinding screech that sounded like the dying cry of some other-worldly animal, the gate slowly opened, revealing a darkened chamber of cold blue stone on the other side. Clean-cut pillars, carved of that same stone, jutted out of the ground and into the ceiling, leading down into the chamber's shadowy depths. **"Enter, my servant…." **a voice, deep and loud as thunder, spoke from within.

"Remember my instructions," Scorpan hissed to Spike as he led him inside, following the pillars to a throne that stood as tall as the chamber itself, its frame a knotted mass of bone-like bars and gnarled bronze which slinked together like a spider's legs to create its seat.

Though Spike could not see the being which sat in that throne, its form hidden in the shadow of a withered gray tarp which hung out over the throne like a shroud, he trembled as his eyes finally found the source of that awful heart-beat: a leathery pouch, held atop a flat-topped pedestal that seemed almost to grow out of the bricks of the floor to stand half as tall as the throne it was next to. _"Holy guacamole," _he thought, _"is…is that bag…moving…?"_

With each pulsing beat, the pouch did indeed seem to tremble ever so slightly. Gulping, Spike stepped even closer to Scorpan, hiding behind the ape-beast's leg just so he didn't have to look at that awful…whatever-it-was anymore. "My troops and I have succeeded in our raid, Master Tirek," Scorpan said, holding out the petrified Pegasus Pony as if he were a trophy. "We have scoured all of Equestria, and returned with prisoners, as you commanded."

There came a low, guttural growl as two glowing beads of red appeared within the throne's dark center. **"Aren't you forgetting something, Scorpan?"**

The ape-beast's eyes widened, and he immediately sank down to one knee-thus depriving Spike of his earlier hiding spot. "Of course, my Master, please forgive my impertinence," Scorpan said pleadingly.

"_He's...he's as scared as I am…." _Spike realized with no small amount of shock, almost unable to believe the submissive creature next to him was the same commanding beast he had seen in Ponyville and outside the Castle.

A hand, red like those glowing eyes and large enough to scoop Spike and Scorpan both up and crush them into powder, reached out from behind the throne's veil, stroking the pulsing pouch as if it were a loyal pet. **"How many?" **the voice, which Spike gathered belonged to this 'Tirek' Scorpan spoke of, asked dryly, **"You say you were successful in taking prisoners. How many are there?"**

"From Ponyville alone there are at least twenty-five," Scorpan replied, "and the other-"

"**Twenty-five?" **the unseen Master scoffed contemptuously, **"I give you an open gate-way to their little town, give you a full troop of my finest Stratadons, and the best you can manage is **_**twenty-five**_**?"**

Scorpan hung his head, pulling the Pegasus Pony back toward him. "Forgive my weakness, Master Tirek," he said, "We encountered…unexpected resistance. Celestia and her soldiers intervened."

The red hand ceased its petting. **"Celestia?" **Tirek growled angrily, and the entire chamber seemed to shake from it. **"That **_**foal**_**? I ordered you and the Stratdaons **_**not **_**to attack Canterlot to avoid her detection!"**

"We did as you commanded, my Master," Scorpan said.

"**Then how did Celestia learn of our attack so quickly?" **the unseen creature roared, and despite Scorpan's warnings, Spike could not hold back his fear any longer knowing the answer to that question, as the room shook again from the voice's sheer rage.

Wailing out in fright, he tucked his head beneath his hands, closing his eyes and wishing as hard as he could that he was not there anymore. Back in Ponyville, lost in the Everfree Forest, wandering in some empty desert…_anywhere_ would have been better at that moment. The rumbling stopped, however, and even as his eyes remained closed and his desperate wishing remained strong, the dragon could feel Tirek's intensifying gaze fixating on him. **"I see you have brought a…guest, Scorpan…." **He spoke, calmer now but no less chilling to listen to.

Still trembling, Spike nonetheless managed to well up enough courage to open his eyes; sure enough, he found himself being looked down upon by those fiery red lights. "Forgive him, Master," Scorpan replied, holding out the Pegasus Pony again as he rose back up to his feet. "He is a lost Dragon child who I found being held prisoner by these Ponies. I chose to rescue him so that he might come to understand his true nature and his place with us."

Something in the ape-beast's voice managed to catch Spike's attention, even as he remained so scared he could barely stand, but the dragon could not place his claw on what. "Bow," Scorpan hissed sharply under his breath.

Despite himself, Spike did so, kneeling on the ground as Scorpan had. Tirek hummed lowly in thought, his hand again petting the beating satchel. Eventually, however, a gleam entered those glowing crimson eyes. **"Very well," **he growled. **"He may stay under your care. Let us hope he grows into a powerful member of my Army. For your sake, as much as for his."**

Nodding dutifully, the ape-beast finally placed the Pegasus on the ground. Though he fluttered his wings a bit, the brown pony could tell running away was hardly an option, looking nervously from the shadowed throne to Scorpan and back again. "W-what…what do you want from me…?" he finally managed to croak out.

The beating noise of the pouch began to grow louder…faster. Boom…boom…boom. **"Mmm…yes, a fine choice," **Tirek said, **"A weak spirit, and strong body; the perfect combination. He shall be the first."**

"The first…?" the pegasus gulped audibly, wings buzzing even as he remained stock-still otherwise. "What do you mean?"

"This is a moment to be proud of," Scorpan said urgently, and Spike could tell it was addressed to him as much as to the Pegasus. "Do not fear it. Embrace it."

Spike could only guess what was being discussed, but the knot he had felt earlier in his stomach was tightening all the harder the more he heard of it.

The ape-beast looked down at the pegasus. "Do you have any last words?" he asked him, "Before the change?"

Lip trembling, ears flattening, the pegasus simply murmured, "I want to go home…."

And then Tirek's hand lifted, above the pouch, claws pointing down at it. His voice, growing louder with each word, began to speak. _**"Heart of Darkness, thy Master calls…."**_

The pouch trembled, and its pounding again grew faster and louder. Boom…boom…boom. _**"Bring this creature into my thrall."**_

Scorpan immediately stepped back from the Pegasus, pulling Spike into his arms and holding him tight. There was no time for the dragon to wonder why as the pouch's beating suddenly gave way to a howling, gnashing roar. Like Windigos, its opening let loose a storm of pitch-black streaks, serpent-like things that throbbed and writhed, pulsing like dust in the wind. Crimson energy crackled all around them as they dove downward, circling around the shrieking pegasus and forming a cyclone of shadows that trapped him inside.

As quickly as they had appeared, the tendrils then vanished, retracting back into the pouch. And where once had stood a Pegasus Pony, there now stood something else. Something monstrous. **"Welcome, my pet," **Tirek said with grim delight, **"Welcome home."**

**To Be Continued….**


	6. Interlude 1: Unto The Breach

**Escape from Castle Midnight**

**Interlude One: Unto The Breach**

* * *

It was late at night. All the other foals, and even Ms. Cheerilee, were sleeping peacefully within the Shelter's guest bedroom by then. Sweetie Belle, however, remained anxiously awake. It was thus with a strong sense of relief that she saw Rarity quietly enter the room. "Rarity!" she whispered, eager to get her big sister's attention but not wanting to wake anypony, "Rarity, over here!"

With a warm smile, the older unicorn made her way toward Sweetie Belle with elegant steps. As she drew closer, Sweetie saw a small, visibly hoof-stitched blanket draped across her back. It took a moment in the dim-lit room, but before long she realized it was the Special Blanket she and Rarity had agreed to make together after coming in Second Place at the Sister Hooves Social. "Hello there, Sweetie," Rarity said softly, pecking her sister's forehead. "You really shouldn't be up this late, dear, we Ladies need our beauty sleep."

"I know," Sweetie replied glumly, "but…I just…can't. I close my eyes, and…and all I see is the inside of the Boutique Closet, and I can hear those monsters outside, and…!"

Just as she began to tremble at the thought of it, however, the unicorn filly found herself wrapped in her Special Blanket, Rarity's magic guiding it comfortingly around her. "Shh shh shh, I understand," Rarity said soothingly, "My dear, brave Sweetie Belle…I know how scared you must be. That's why…that's why I knew I had to tell you first."

"Tell me what…?" Sweetie asked, the blanket's gentle touch already easing her mind.

"I'm…leaving…for a little while, Sweetie," Rarity said, smile still holding but unmistakably tinged with regret, "I don't know when, exactly, I'll be back. But I promise, I will be back."

The blanket's small comfort could not prepare Sweetie for that. "W-where are you going?" she asked frantically, though still careful to keep her voice down, "Why are you going?"

"For you," Rarity answered, simply but sincerely, "For all Ponyville. So that you don't have to worry about those Monsters ever again."

She pressed her horn softly against Sweetie's. "I…I think I understand," the younger unicorn said, "It's an Elements of Harmony thing, right?"

"Right," Rarity said.

Sweetie then wrapped her forelegs around Rarity's neck, horns still touching as she pressed herself against her sister. "Then you go get those Monsters," she said, "Show 'em what a Lady can do!"

A warm pulse of magic then passed between both of their horns, comforting Sweetie and renewing Rarity's resolve. "That, I most assuredly will," Rarity said, reluctantly slipping away from her little sister. "Promise you will take care of yourself while I'm gone, Sweetie."

Nestling into her blanket, Sweetie Belle nodded. "I promise," she said. "And I love you."

"I love you too…." Rarity said, blowing one last kiss for her sister before silently leaving the room.

* * *

Shining Armor could almost feel the air grow heavier the moment he stepped in to the shelter's Royal Hall. Tension, he would have expected; distress as well. But the sense of melancholy hanging over the room was somewhat new to the knightly unicorn. Something else unexpected was what he saw as he looked at the two thrones at the head of the hall. Though Princess Luna sat in hers, pensive in posture but doing her best to keep a calm, dignified face, Celestia's was empty. "Princess Luna," Shining greeted respectfully, bowing before the dark-blue alicorn, "I've come to report on my progress."

She nodded. "We hope it is good news," she said, "We and our sister are in dire need of some."

Shining followed her eyes as they looked wearily to the side of the hall, where Celestia sat, back to them both, gazing into the night sky through the gentle glow of a stained-glass window. "Well," Shining said, speaking loudly enough so that both Princesses could hear him, "my soldiers have secured the perimeter around Ponyville as requested. Repair efforts across the town are also going well, and we've managed to track down every remaining pony in town and bring them safely to the shelter."

He waited for Celestia to turn around and start a discussion on any further details (perhaps what measures Cadance was taking to help), but instead she remained still, looking away from him and her sister. Both he and Luna continued to look expectantly at the Sun Princess, but she remained unmoving and silent. It was only after several moments that she said a simple, all-but-whispered, "Good."

* * *

Applejack watched Big Macintosh sleeping peacefully. Part of her wanted to let him stay that way, rather than disturb his well-earned rest with what would undoubtedly be unwelcome news. Ultimately, however, she knew he deserved to be told. He deserved her honesty. "Big Macintosh," she whispered, tapping him on the shoulder.

No reaction. "Big Macintosh!" she said, more of a hiss this time than a whisper, followed by a sterner push.

Still nothing. Rolling her eyes, the orange Earth Pony finally decided tact was no longer affordable, nestling her muzzle right beneath his ear. "Oh for cryin' out loud, WAKE UP YA OL' LUMMOX!"

That did the trick, and Big Macintosh bolted upright, eyes looking about sharply and swiftly. He settled down quickly enough, but even as he realized who had woken him, the slight tension in his eyes did not leave. "Sorry if that was a bit much," Applejack said sympathetically, back down to an ordinary whisper, "but you always were a heavy sleeper, 'n' I've only got so much time t'talk t'you."

The red Clydesdale frowned. "About?"

"I'm leavin'," Applejack answered, eyes locked with her brother's, "Tonight. To get Apple Bloom back."

Even having already guessed it was coming, the words stuck with Big Macintosh in the worst way. He considered asking how his sister intended to actually do that when their youngest sibling's captors had flown off to who-knew-where, or begging her to reconsider one last time, or even just tackling her to the ground and forcing her to stay. Each option seemed more fruitless than the last, however, and instead all the large work-Pony could do was nod in defeat. It was a gesture his sister returned, placing a comforting hoof on his shoulder. "I just wanted t'say goodbye before I left, 'n' that I love you 'n' Granny Smith with all my heart."

Big Macintosh was still frowning, but there was understanding in his eyes as well. The two shared a good, strong hug before Applejack turned for the door. Just as she was about to leave, however, Big Macintosh spoke up. "Bring 'em home," he said, firmly but lovingly, "Bring BOTH my sisters home."

* * *

"Well, if we're all done talking Security," Shining said to Celestia with a slightly awkward cough, "I was wondering if you'd seen Twilight? I didn't have a chance to catch up with her earlier, but-"

"Twilight Sparkle is gone," Celestia cut him off.

The armored unicorn immediately stiffened. "What? No, that's impossible!" he said defensively, trotting over to Celestia. "She couldn't have been captured, I saw her heading to the Shelter with her friends after the attack!"

Luna too was deeply confused; had they not just seen Twilight Sparkle a little while ago? What could her sister possibly mean…?

When Celestia still did not turn to face him, Shining began to feel impatience overpowering his sense of Royal Duty. "What is it?" he asked her forcibly, "What aren't you telling me?"

Normally, Shining would not have dreamed of so much as raising his voice to either Princess, but not this time. Not if his little Twilie was in danger. "Your Majesty, _please_!" he said desperately, trying to circle in front of her.

Before he could, however, Celestia at last met him eye to eye. "Twilight Sparkle and her friends," she said, trying to speak with her usual equanimity even though an unmistakable strain pulled at it, "have undoubtedly left to try and rescue the ponies taken captive during today's attacks."

The unicorn blinked a few times at that, shaking his head in disbelief. "They can't have," he told her, fear and denial plain in each word, "Our best unicorn scientists haven't figured out how to go through those clouds!"

Celestia smiled, a strange smile of pride and regret. "We both know," she said, "that's no obstacle to Twilight Sparkle."

* * *

"…and you will make sure every last one of your brothers and sisters gets to sleep on time," Fluttershy managed to finish her instructions to Angel with a good sense of authority, and the white bunny saluted dutifully in response.

Fluttershy watched him hop off to carry out her marching orders on how to take care of their little animal friends in her absence with a gentle smile and a worried heart. She had followed her friends into dangerous situations before (often with some reluctance, admittedly), but this newest situation was something else entirely. So many unknowns tangling up together, looming just under the surface of those black clouds…the shrieks of terrible things…the unfeeling eyes of a beast, looking right at her. That was the part that rattled the pegasus most: in all her years, she had never seen eyes like that before. So…empty.

As if out of nowhere, she suddenly found herself flanked by a wildly-grinning Pinkie Pie. "Heeeeeeeeeeeeeeeeeeeeeeeeeee eeeeeeeeeyfluttershy!" she greeted, voice low but energy high.

Taken by surprise, Fluttershy all but fainted on the spot, barely able to retain her scream before realizing it was only Pinkie. "O-oh," she said shakily, trying to recover a bit from the shock, "h-hey to you too, um, Pinkie Pie. Why are you…?"

"Just wanted to check on you 'n' make sure you were all packed!" the bouncy Earth Pony replied quickly, showing off her own satchel. "I know I am! I packed ballooooooooons, and snaaaaaaaaaacks, and s'more ballooooooooons, and some streeeeeeeeeeamers, and my Party Caaaaaaanon…."

Fluttershy considered asking how she could have fit a Cannon into that tiny bag, but as with most Pinkie-related questions, it quickly seemed unnecessary. Instead, she simply murmured, "That's, um, nice. I'm just about finished myself…."

"Grrrrrrrrreat!" Pinkie said happily, slinging her satchel over her back.

Looking at her friend's confident face, Fluttershy felt herself needing to speak. "Um…Pinkie…?" she asked hesitantly, "c-can I…um…ask you something…?"

"Well sure you can!" Pinkie answered cheerfully. "In fact, you just did!"

"R-right," Fluttershy said, giggling anxiously, "Well, um…this…mission we're doing…."

She rubbed her forehooves together, staring at them to keep her focus. "It's just…do you think this, um, 'other world' is too…evil?"

Pinkie cocked her head to the side in confusion. "What I mean is," Fluttershy tried again, "the creatures who came from this 'other world'…they're not like the animals I know. They don't seem to have thoughts or feelings of their own. What chance do we have against creatures like that?"

The Earth Pony could only laugh, hugging her friend close. "A pretty good one!" she said, "And d'you wanna know why?"

Fluttershy nodded eagerly. "Because," Pinkie explained with a wink, "those creatures might not SEEM to have all that stuff you said, but I bet if you look deep enough, you'll find out they really do!"

And with that, she bounced off, humming under her breath. Picking up her own satchel, Fluttershy followed behind. "I hope you're right," she whispered to herself.

* * *

"We have to stop her," Shining said anxiously, "Where was she headed?"

Celestia, however, simply shook her head. "I do not know," she answered, honest and exhausted, "Nor do I know how exactly she intends to carry out her plan."

The unicorn scuffed the ground in exasperation. "But you know she _has _a plan!" he shot back.

"Yes," Celestia answered gravely, "and for the sake of the ponies she hopes to rescue, we must let her go through with it."

Again, Shining shook his head, galloping over to the doorway out of the Hall. "I can't," he told the Sun Princess, "I _won't_!"

Luna could only watch with growing concern as the argument continued. The younger alicorn could tell her sister was fighting with herself as much as with Shining Armor, but that conclusion only left her with questions. "As your Princess, I could order you to stop," Celestia said sharply, giving her unicorn Captain pause, "but I won't. I ask only that you listen to what I have to say now."

Though his body was still set to run, Shining held his ground for the moment, nodding deferentially to his leader. "Twilight Sparkle knows, as we do," Celestia said, "that in our current positions, we are unable to help those captured by the monsters which attacked us. She, however, is. As her teacher…as her friend…I wish to protect her as much as you…."

With an exhausted sigh, she bowed her head to Shining Armor. "But as a Princess, I see the logic of her plan. Knowing that my options are to protect somepony I care about as deeply as I do Twilight or else to forsake those subjects of mine who have been stolen away by a cruel twist of fate, I must choose the option which protects the most ponies…even at the cost of my own peace of mind."

She then raised her head again, meeting Shining's gaze with as strong a smile as she could muster. "I thus ask that we both try to take some comfort," she told him, "in the knowledge that there is no unicorn in all Equestria more gifted…."

The Sun Princess felt her eyes drift toward the stained-glass window she'd been looking at before. Shining followed her gaze, and saw an image of his sister surrounded by five other familiar Ponies. "…and that she will not be alone."

* * *

Rainbow Dash had no pack. She had said no Goodbyes. As far as she was concerned, there was no point. She and all her friends were coming home after this was over, rescued prisoners in tow and a defeated enemy in their wake. Goodbyes for that would only cause needless worrying. No, all the headstrong Pegasus needed to know everything would be fine were the speed of her own two wings, the help of her good friends from Ponyville, and the knowledge that another, older friend would be there to help as well. "So OK, Dash, come clean," Gilda said with her usual briskness as the two made their way along. "You really think your purple unicorn friend can pull this off?"

"Trust me on this one, Gil," Rainbow replied confidently, "if anypony knows how to get to that other world, it's Twilight."

"Yeah? You sure you want to get there?" the griffon asked.

Again, however, Rainbow was all confidence. "C'mon, Gilda, you forget who you're talkin' to?" she said, puffing her chest out. "And with YOU on my side again? Those Strata-dorks'll be running with their tails between their legs in no time!"

That got a strained little grunt out of the griffon. "I've gotta tell ya, Dash," she said, "I'm still kind of weirded out about this whole…forgiveness…thing."

"Yeah, well, that makes two of us," Rainbow replied. "Don't get me wrong, Gilda, I want things to work this time, but there's a lot we still need to work out."

"That's puttin' it mildly," her old friend grunted.

Rainbow gradually slowed down until she'd stopped completely. After a moment, Gilda did the same, looking back at the Pegasus with cautious intrigue. "Look...I'm not gonna pretend everything's back to normal, 'cuz it's not," Rainbow told the griffon, "I'm still sore about a lot of what you did, Gilda. Losing your temper, stealing from good Ponies, bullying Fluttershy...you may not see it, but from where I'm sitting you crossed a lot of lines when you were here before, and that's not even getting into what you almost did this time!"

Gilda's feathers ruffled visibly at her friend's words, her eyes sharpening and beak clenching, but against the odds she was able to keep her cool. "But...the more I think about it, the more I think I kind of messed up too," Rainbow continued. "Maybe I should've tried to help you get used to how things worked in Ponyville, or let you get to know my friends better, or...I dunno...something other than just tellin' you off."

The pegasus then approached the griffon, keeping their gazes locked so that her friend could see the sincerity in her eyes. "Maybe we both messed up, 'n' maybe it'll take a while to make that right again," she said, "but...well...what better chance is there than this?"

She offered up a hoof to Gilda, a small little smile on her face. "Junior Speedsters forever, right?" Rainbow asked hopefully.

Gilda gave an odd little grin of her own, shaking her head a little as she met Rainbow's hoof with her talon. "These Ponies really have made a sap out of you," she said with a good-natured chuckle.

* * *

With a reluctant sigh, Shining Armor relaxed his body, the readiness to run slowly but surely draining out of him. It seemed there really was nothing either of them could do now. "I am…sorry…if I acted out of turn, your highness," he told Celestia with a brief but respectful bow.

"I know only too well how deep one's love for their sister runs," Celestia replied earnestly.

"Then with all due respect," the Captain told her, "I ask permission to return to my troops. Maybe…maybe keeping an eye on the rest of Ponyville will...take my mind off things."

The Sun Princess nodded. With one last bow, Shining turned and left the Royal Hall, though Celestia and Luna could both tell his feelings were far from resolved. "Perhaps we should send word to Princess Cadance," the younger alicorn said, gliding out of her throne toward her sister, "Her presence might do much to soothe Shining Armor's troubled heart."

Celestia nodded but otherwise did not respond, walking away from Luna and back toward the stain-glass window depicting Twilight and her friends triumphing over Discord. "Sister...!" the Moon Princess blurted out as Celestia passed by her.

Celestia paused, though she did not look back. "There is…much about what is going on now that I do not fully understand," Luna said, "but…I must ask you something."

Her sister nodded. "If you did intend to allow Twilight Sparkle to take this mission," Luna said, "why did you act otherwise when she was with us before?"

There was a small, almost bitter laugh from the white alicorn. She let her wings stretch a bit, grazing the floor with the edge of their feathers. Closing them back against her body, she answered with a deliberate, controlled pace. "In the past, when I have asked Twilight Sparkle to help fight the dangers that threaten Equestria, it has been against enemies I knew…threats I understood."

Luna felt herself shrink a little at the knowledge that she had once been one of those threats, but kept listening. "This time, however…" Celestia continued, "This threat, I do not understand. This enemy, I know nearly nothing about. Even with all her abilities…even with her friends…."

She stopped herself, a slight tremble travelling through her body. When she began to speak again, Luna heard a weakness she had never heard in her sister before. "I do not know what will become of her," she said. "And so…this time…I wanted…."

There was another moment of pained silence. Celestia let her eyes find Luna's, and the younger alicorn could see the tears trickling down her sister's cheeks even as she still fought to hold them back. There was a broken smile on her face. "I just wanted to give her a choice."

* * *

Twilight knew she did not have to do this. She knew she could have just ignored the little loophole she had realized was laced into Celestia's order that she not attempt to venture through the clouds on her own. It would have been easy. Nopony would have been the wiser. _"Except for you,"_ Twilight could all but hear Spike tease in her mind.

So here she was, in the middle of the night, on a clearing near Sweet Apple Acres, preparing to abscond with Ponyville's Hot Air Balloon, for a Mission filled to bursting with unknowable variables. She had made all the necessary preparations; gave her friends the time needed to make their arrangements, packed her own satchel of supplies, checked (and re-checked) all the Balloon's parts to make sure they were all in working order, gone over her checklist of preparations twice to make sure she hadn't missed anything…

"This is it, then," she whispered to herself, "This is our chance."

She had done all the calculations. Been puzzling them out and over and around in her brain since before Celestia had even arrived in Ponyville. It was hard to say with certainty, of course, especially since she'd only been able to glean what the Unicorn Scientists had already learned about the Clouds, but Twilight felt confident she had figured out how to follow their enemies to this "Castle Midnight" Gilda had told them about. _"Confidence probably isn't the right word,"_ her inner Spike again poked at her, _"You're just hoping you crunched the numbers right."_

It was hard to argue with that. Still, hope was about all Twilight had to go on at the moment, and given the stakes, she was willing to take it. "I can do this," she told herself, "I can DO this."

"Correction, darling," a familiar voice whispered from behind.

Twilight turned around and saw Rarity smiling at her. "WE can do this."

Applejack, Pinkie Pie, Fluttershy, Rainbow Dash, and Gilda were not far behind, and soon all of them had gathered around Twilight and the Balloon. The purple unicorn nodded to each one of them gratefully, a gesture they all returned (save Gilda, who simply grunted in acknowledgement). Part of her wanted to say something, to make some grand elegant speech about how they would surely triumph and bring their friends and family home safely. Part of her wanted to scream that this was all a terrible idea and they should leave while they still had a chance. Ultimately, though, the part of Twilight that won out was the part that had her simply hop into the Balloon's basket, motion for Pinkie, Applejack, and Rarity to follow, and turn on the burner.

"Then let's get to it," she said.

**To Be Continued...**


	7. Chapter 5: The Other Side

**Escape from Castle Midnight**

"_No dawn,_

_No day,_

_I'm always in this Twilight_

_In the shadow_

_Of your heart."_

-"Cosmic Love", Florence and the Machine

* * *

Wings like a bat, stretching out wide. Clawed hooves at the end of bony legs. Razor teeth in a sharpened mouth. A hide of dulled color and rough texture. Empty, soulless eyes. This was the gigantic monster which had once been a Pony, and Spike could only gape at it in awestruck fear. Even its Cutie Mark had changed, no longer a clean colorful image but instead a scar-like brand against its flank. **"Magnificent," **Tirek whispered with menacing satisfaction, **"Even after all these eons, the Heart's Darkness can twist Eternia's light completely."**

Again Tirek's hand stretched out from within the veil of shadows that hung over his throne with a gentle waving motion. **"Congratulations, my pet," **he said, **"You shall be the first of my Chariot's new steeds."**

Suddenly, the ground around the creature began to bubble with shadows, causing Spike to step back in alarm. "Be calm," Scorpan whispered, placing his hand on the young dragon's shoulder. "All is well."

Spike was less than sure he agreed, but he did his best to follow the advice even so. The cursed Pegasus began to sink into the dark energy at its feet, hissing and snarling all the way until it was gone completely. All was deathly silent for a few moments, but eventually a familiar beating sound returned to the room, drawing Spike's attention back to its source: the strange satchel in front of Tirek's throne. _"That bag…" _the dragon thought anxiously, _"that black…stuff…it spewed out before…what the heck _is _that thing?"_

"What are your orders now, my Master?" Scorpan asked humbly, bowing on one knee and motioning for Spike to do the same, which he did with frightened speed.

Resuming his nurturing stroke of the satchel, Tirek answered, **"The Heart must rest for now, but when it is again ready to feed, you shall know, and you shall bring me another Pony for it to consume."**

Crimson eyes flared with authority as he continued. **"Until then, perhaps you may show this…Dragon Whelp…the lay of the Castle. If he is to serve us, he must know it well."**

Scorpan nodded. "It shall be so, o Mighty Master Tirek."

**"Then be gone," **Tirek growled coldly.

Rising back to his feet, Scorpan took Spike by the hand and obeyed, quickly taking them both out of the chamber. Spike was able to keep calm and quiet just long enough for the doors to close behind them.

"What was that?" he asked immediately, snapping his hand away from Scorpan forcibly, "WHAT. IN THE NAME OF THE SIX ELEMENTS. WAS _THAT?!"_

Scorpan prepared to answer, but he was cut off as Spike continued his rant, pointing an accusing claw at the ape-beast. "You promised those Ponies…you promised _me_…none of them would get hurt! And then you-you-you _hand-deliver _one to some Super Shady Magic Monster guy?!"

The Guardgoyles at the gate leered suspiciously at Spike, but Scorpan gave them both a sharp growl that convinced them to back off. He then picked the still-angry dragon up by the scruff of his neck and resumed walking down the Hall. "You still do not understand. That Pony was not _hurt_," the ape-beast told Spike, "he was _helped_."

"You're joking, right?" Spike sputtered, taking a couple of fruitless swipes as he tried to squirm free.

One look at Scorpan's stone-cold face was all he needed to answer _that _question. "Their world is about to change," the ape-beast said, "It would be…cruel…not to let them change as well."

"What does that…?" Spike started, but it was his turn to be cut off as they entered the castle's central hub and Scorpan suddenly took to the air with dramatic speed, pulling the dragon close to his chest.

He brought them up, up, up to near the top of the towering room where a small window waited for them. Passing through it without missing a beat, the ape-beast continued his ascent, higher and higher, until at last he stopped. "Look around you, little one," he said stoically.

At first, Spike remained stiff and still in Scorpan's arms, but as the moments passed and his carrier did not speak or act further, he eventually relented, letting the chilling ambience of their surroundings fill his senses as his eyes wandered. "You can feel the power of this world," the ape-beast told him then. "I know you can."

Spike nodded, a gesture Scorpan gently mimicked. "It is a power which overwhelms…that consumes. That is its nature."

He then locked eyes with the young dragon. "And that nature is _our _nature. If your Pony friends are to survive the coming change, it must become their nature as well."

"That doesn't make _sense_!" Spike retorted, "You make it sound like this is all _supposed _to happen, like none of us have any _choice_!"

With a wistful murmur, Scorpan lowered his head, gently floating back down toward the Castle. "It would seem," he said, "that you are beginning to understand after all."

* * *

**Chapter 5: The Other Side**

* * *

"Soooooooooo is anypony else surprised at how _warm _it is up here? 'Cuz _I _am. I mean, you'd think with those big clouds all over the place it'd be really cold, plus we're like _really _high up right now which can't help, _and _it's night-time so there's no sun out, but I guess things are topsy-turvy all over the place lately, so…."

It had taken about a minute and a half for Pinkie Pie to decide that the somber quiet of the balloon ride up toward the edge of the Black Clouds had to be filled with as much chatter as she could muster; Twilight had to honestly admire her friend's restraint in making it that long. "OK, Twilight, so what's the plan?" Applejack asked over Pinkie's continuing stream of consciousness. "I mean, I've been watchin' the Royal Unicorns work these clouds over all day, 'n' they ain't any closer t'crackin' 'em now then when they started."

The urgency in the Earth Pony's voice was unmistakable, and Twilight only wished her answer could give her friend the assurance she clearly wanted. "It's not so much a 'plan'," the unicorn ultimately admitted shakily, "as a theory."

"Well _that's _encouraging…." Gilda groaned, hovering around the balloon alongside Rainbow Dash and Fluttershy.

"Actually," Twilight said, "_you _are part of that theory, Gilda."

That caught the entire group's attention; even Pinkie finally clammed up to listen (complete with a bag of popcorn to snack on). With all eyes now on her, Twilight took a moment to process the attendant pressure, compose her words just right, breathe, and then give them her answer. "You told us before that you were mentally contacted by Tirek, who presumably has to reside in this Other World the clouds are connected to, right?"

The unicorn paused a moment to let Gilda nod, which she did with a still-uncertain look in her eyes. "Then _you _are _already _connected to that Other World," Twilight said firmly. "And I may be able to use that connection to make one for _us_."

"Whoa, whoa, hold on a sec, Twi," Rainbow said, gliding over to her fellow flyer's side, "how exactly is that going to work?"

"Well, I _did _say it was a theory more than a plan…." Twilight admitted.

Rainbow and Gilda both exchanged an odd little glance with each other, but the griffon ultimately hovered on over to Twilight, leaning against the rim of the basket. "Alright, Twinkletop," she said, "let's do this."

Twilight nodded, steeling her resolve as Pinkie, Applejack, and Rarity all moved to give her as much space as possible. Fluttershy, meanwhile, hovered anxiously behind Rainbow, who was herself clearly ready to move in if anything went wrong. After taking a deep breath, the purple unicorn gently pressed her horn against Gilda's head and began to concentrate. _"This is simple,"_ she told herself. _"It's just a matter of analyzing Gilda's aura, finding the anomaly created by her mental contact with Tirek, and then extrapolating that anomaly into an energy pattern capable of interacting with the black clouds."_

She tried not to let her thoughts wander to the fact that her theory assumed Tirek's contact had made an anomaly. Or that it wouldn't be too small to detect. Or that her magic was adaptive enough to replicate it. Or that just a few hours ago she had tried another ambitious spell to summon the Elements of Harmony and it had literally blown up in her face. She tried, but even as her horn began to glow brightly, Twilight was only somewhat successful in keeping such doubts from gnawing at her. _"They're counting on you," _she reminded herself as the light of her magic began to expand over Gilda, _"_Spike _is counting on you. You _have _to do this."_

Unicorn and griffon alike were now covered in the spell's translucent light, pulsing softly as its power unfolded. At first, there seemed to be nothing for it to find; Twilight could not sense anything in Gilda's aura that she could use. But then, without warning, she felt it.

Cold, stabbing, sudden.

A flash of boiling red eyes peering out from an unending shadow.

Bitter angers feeding into each other.

The sensations were enough to shock Twilight to her core, but she held onto her control even so. _"Now," _she thought, _"comes the hard part."_

Renewing her focus, the unicorn's spell began to expand over the balloon and those around it. Pulsing faster and brighter with each second, it crackled along the edges of the black clouds themselves as the balloon approached. "This is it…." Rainbow whispered tensely.

"You can do it, Twilight!" Rarity said, even as she wished her own magic could somehow have been of help, "We're almost there!"

Sure enough, the magical field surrounding their group had begun to breach the clouds above, sparks of crimson light emanating from the spot where they crossed. Soon, they were swallowed completely within the blackness, that same red energy nipping at them from all sides. "I-i-is it w-w-w-working…?!" Fluttershy squeaked in terror, clinging tightly to Rainbow.

"I dunno, but whatever it's doing, it sure looks pretty!" Pinkie replied gleefully.

The air was suddenly filled with a screeching, splitting sound, and the red light died down to pitch black. Sweat began to trickle down Twilight's brow, her spell beginning to flicker as the strain built. "Keep it together, Twi!" Applejack encouraged, "Just a bit longer now!"

And then the blackness cleared.

With a sharp gasp, both Twilight and Gilda fell back as if physically pushed, the aura of magic surrounding the group fading away as they did. Rainbow was there immediately to support her old friend as she fell back, while Twilight had the trio of Rarity, Pinkie, and Applejack to cushion her fall. "Are you two alright…?" Fluttershy asked, peeking out from behind Rainbow Dash.

"That was _intense," _was Gilda's only answer, and Rainbow smiled at the clearly-pleased excitement in her tone.

"I'm…I'm a bit shaken, but I think I'll be OK," Twilight said, rubbing her horn tenderly as she got back on her feet. "The more important question is…."

The unicorn cut herself off as she looked at the skies around all around them. The others followed Twilight's lead quickly, and were confronted by a sky devoid of stars or moonlight, illuminated only by the dimmest glow of an unseen source. Ponyville was nowhere to be seen, and the black clouds that had once been like a wall in the sky now floated freely everywhere, as naturally as ordinary clouds but quite a bit more menacing. "Yes, Twilight," Rarity answered the unspoken query with a soft, worried awe, "I do believe your spell worked."

"Alright, Twinkletop, I'll admit it," Gilda said, gently floating away from Rainbow as her strength returned, "I'm impressed."

Even as she felt a little tug of pride at that, Twilight's focus remained airtight. She gave a polite nod toward the griffon, but otherwise continued examining their new surroundings. Applejack, meanwhile, seemed decidedly antsy. "OK, so where's this 'Castle Midnight' place, then?" she asked tensely, "I don't see any castles around here, or much of anything else for that matter."

Just then, however, the entire basket began to shake, and it didn't take long to find why: Pinkie had begun shaking uncontrollably, her tail and ears twitching about in every direction. "G-g-g-girls?" she squeaked, voice shaking along with her body, "P-p-pinkie sense…g-g-g-going into overdrive…!"

Immediately, the flyers began looking for signs of incoming danger. "There!" Fluttershy yelped, pointing ahead.

A large herd of all-too-familiar shapes were quickly heading their way from off in the distance. "Stratadons!" Dash hissed with a fighting flare.

"Take us down, quickly!" Twilight said worriedly, "My magic's still too drained to teleport us, but we've got to get out of sight before they spot us!"

While Rarity and Applejack worked quickly to kill the balloon's torch (Pinkie too gripped in her twitching to be of much help), the three fliers quickly moved underneath the basket, pulling it downward with all their strength. Looking below, Twilight could see what appeared to be a thick forest nestled near the edge of the large ocean that stretched on for miles in every other direction. "There!" she said commandingly, pointing the location out to the others, "Take us down there!"

Working together, the team was able to quickly bring the balloon down beneath the brittle tree tops for a bumpy little landing. "Did we make it in time?" Fluttershy whispered, "Were we seen?"

Rainbow, Gilda, and Applejack all braced themselves for a fight in case they had been, while Rarity and Twilight readied their horns. Pinkie had finally stopped shaking, and joined Fluttershy in simply staring upward in silence. After a few minutes, they could hear the rushing wind as the Stratadon herd passed overhead, the canopies keeping them out of view. They waited, each with their own expectation of just what was going to happen next, until at last the skies went silent again. Again they waited, making sure the beasts were actually gone, before Rainbow, a victorious little smirk on her face, began to float upward. "OK, girls, crisis averted," she said, "let's get back to the skies."

"No," Twilight said firmly, "No more flying."

Both Rainbow and Gilda turned to the unicorn with wide-eyed shock. "WHAT?!" they both shouted in unison.

It took Twilight a second to clear her ears, but she quickly fixed both flyers with a steely gaze. "No flying," she repeated without wavering, "And try to keep your voices down, too. The element of surprise is pretty much our only real advantage right now; we can't afford to lose it!"

"But…!" the pegasus tried to argue.

Twilight would not have it, however. "No flying!" she said one last time. "I don't know what's down here, but I do know if even one Stratadon catches a whiff of us up there, then this whole Rescue is sunk!"

While the disappointed Dash sank back to the ground to join Gilda in sulking, Rarity approached the balloon with a chipper step. "Come come, you two, keep your spirits up!" she said, "This place is dreary enough as it is without you two making it worse, after all."

Her description wasn't far off. Despite having the typical traits of a forest-grass, trees, plants of various shapes and sizes-the whole area was every bit as bleak as the darkened skies they had first arrived in. It was as if the flora was only pretending to be alive, able to stand up like normal but completely devoid of color or strength. Rarity refused to let that get to her, however, humming a sweet little tune as she set her magic to work on the balloon. "Ooh, that's my jam!" Pinkie said, joining her unicorn friend's humming gleefully.

"OK," Applejack said grimly, taking in every inch of their surroundings with caution, "so we made it to…well, wherever the hay this place is. What's the next step? How d'we find Castle Midnight?"

She looked to Gilda, but the griffon shrugged dismissively. "Hey, I already told you ponies everything I could," she said, "I never said anything about knowing where in this other world the Castle was."

That got an angry snort out of Applejack, but Twilight was quick to put a soothing hoof on her friend's shoulder. "I'm sure we'll find a way," she said, and indeed her mind was already buzzing with ideas on what that way might be.

It was clearly far from enough to convince the frustrated farmer, but she at least turned away from Gilda to look at Twilight with a determined gaze. "Well what d'we do 'til then?" she asked.

"Um…explore…?" Fluttershy offered hesitantly; the idea of venturing any deeper into this scary forest was hardly her favorite idea in the world, but she had known going into scary places was part of the deal going in. "I mean, well…maybe there's something in this forest that'll help us find the Castle?"

"It's as good an idea as any," Rainbow said. "Can't say I'm crazy 'bout exploring without flying, but…."

"I too vote in favor of this idea," they heard Rarity say as she folded the now-emptied balloon over and over again, miraculously getting it smaller and smaller before slipping it (and the likewise compacted basket) into her satchel, "Better that than simply waiting around here for whatever awful things are probably in this forest to find _us_, after all."

Still humming happily, Pinkie did not offer her opinion, but it seemed she had nothing against the notion, either. "Alright then," Twilight said, "Exploration it is."

She turned to the shadowed depths of the forest that lay ahead, thankfully feeling her magic beginning to return to full strength. There was no doubt that was the level it would need to be at from here on out. "Just remember," the unicorn ordered, "keep close, and stay on your guard."

All six of her companions nodded, turning together to face the road ahead. Even as the gnarled roots and branches of the trees around them seemed to curl together to make a maw-like tunnel, they marched onward, each one resolved in their own way to complete the task ahead.

"_Apple Bloom..."_

_ "Derpy…." _

"_Spike…."_

"_All of you. Hang on. We're coming."_

* * *

A queasy mixture of fear and bone-biting cold had made sleep impossible for Apple Bloom, even as exhaustion nipped at her all over. Looking around, the young filly could see she was hardly alone; every other Pony locked in that dungeon with her was squirming in a discomforted and futile effort to sleep, or else huddled together for warmth. Even Trixie had settled down from her earlier antics, though Apple Bloom could tell from the showpony's steely gaze on the cell's bars that escape was still at the forefront of her mind. _"At least she's keepin' up her end 'o' the deal,"_ Apple Bloom thought.

Trixie's thoughts, meanwhile, were exactly where the young Earth Pony suspected. Every twist and turn, every little crackle of cursed energy, every last inch of detail in those blasted bars…her eyes sharply scanned over all of them. _"They have the power to neutralize unicorn magic," _she pondered intently, _"but that strange goat…ape…bat…_thing _from before could reach through them as if they weren't even there. Maybe there's a way to…!"_

Her train of thought was abruptly cut off as she felt a tremble at her side. Looking down, she gave a terse grunt at the sight of her unwanted companion (_"What's her name again? Apple Bumpkin or something like that?"_) at the end of a bad case of the shivers. "Honestly, it's not _that _cold," the unicorn said flatly, turning away from the bars to look at the filly. "And we've only been here a few hours now. The Great and Powerful Trixie advises you not to do that again, or she will consider it a violation of our earlier agreement."

Apple Bloom groaned in irritation, fidgeting with discomfort even as she tried to fight back another shiver. Part of her wanted to object, but Trixie seemed annoyed enough at her already, and if she pushed too hard the young Earth Pony risked ending up on her own in this miserable dungeon. Nodding in satisfaction, Trixie returned her attention to the bars while Apple Bloom's head sank to the ground in deflated defeat. _"Great…just great!" _the filly thought irritably, _"I can't sleep, I can't talk, 'n' now I can't even shiver! Of all the stupid luck, how did I get stuck with that mean, nasty, no-good…!"_

It was then that she noticed how tall Trixie looked from this new low angle. With that bright hat standing straight on top of her head, it was all but impossible to miss the boisterous unicorn even in the sea of Ponies all around them. _"…perfect Pony to have around," _Apple Bloom's angered thoughts finished with a new air of satisfaction.

Rising back up on her feet, Apple Bloom silently slipped away from the unicorn. Trixie did not even notice, instead trying to restart the line of thinking she had begun exploring before. _"There's some kind of magic to those bars,"_ she reminded herself, _"and if that creature could use it, so can the Great and Powerful Trixie!"_

She nodded at her own notion, already beginning to contemplate possible ways to reach the new goal she had set. A strong yawn told her that any more planning would have to wait, however. _"Even the most talented unicorn needs sleep to be at her best,"_ she thought.

Of course, getting to sleep meant she would need to do something to calm that young Earth Pony, or else the shivering little mess would never let her catch a wink. "Now hear this, Apple Bumper," Trixie said as she absently looked down to where the filly had been before, "The Great and Powerful Trixie wishes to turn in for the evening. You are welcome to move in a little closer to help warm yourself in case you too want some rest."

It took the unicorn a moment to realize she was talking to the floor. "W-what…?" she hissed in shock, "Where did you…? Where did she…?"

_"Well fine," _she was quick to assure herself, _"what does it matter? One less distraction to worry about, that's all."_

Satisfied with that rationale, Trixie gave a little stretch before curling up as cozily as she could, laying her head down and shutting her eyes…only her eyes refused to stay closed. "…confound it all," she muttered to herself.

By that point Apple Bloom had already managed to get a decent distance away. Even as she continued walking, however, the filly made sure to look back and make sure she could still see that distinctive purple hat. The filly still needed that anchor of familiarity Trixie provided, after all, and this way she could still have it _without _the annoying arrogance that came with it. Sure enough, Apple Bloom spotted the very item she'd been looking for, turning back to her little travel. _"I'm gonna have t'go back eventually,"_ she admitted to herself, _"but at least I can wear myself out 'til I'm too tired not t'sleep."_

It would have to be sheer exhaustion that did her in; the cold certainly wasn't getting any better, and with every poor, scared Pony she passed, Apple Bloom could feel a hopeless weight bearing down on her worse and worse. The Earth Pony could feel herself breathing faster and faster, that unbearable crushing sensation from when she'd first woken up threatening to snap back down. Immediately she turned back to see that hat, and as soon as it entered her view Apple Bloom could feel her breath calming, the pressure easing a little. This time, however, the filly's attempt to get back to walking was foiled as her first step sent her tripping over an object she had failed to notice in the shadows. "Wha...? Who…?" Apple Bloom sputtered fearfully, sliding away from whatever had knocked her over; was it a Stratadon, that ape-monster, or some other new terrible thing…?

It was, in fact, a quivering gray ball. In fact, as her initial panic calmed, Apple Bloom realized it was a rather familiar gray ball, with folded-up wings and light-blond tufts on either end. As recognition dawned on her, Apple Bloom approached with caution in her step and uncertainty in her heart. "Derpy…?" she said tentatively.

Sure enough, one ear poked out from that little gray ball, followed in short order by a head and legs, and even a Cutie Mark made of bubbles, as the trembling Pegasus uncurled herself to look at Apple Bloom with a pleased smile. "Heeeeeeeeey, I know you!" she said, "You're Rainbow Dash's friend's little sister! Hi there!"

It was encouraging to hear Derpy so happy, because otherwise Apple Bloom simply could not decide which of her emotions took priority: joy that at least now she had another familiar face to take comfort in? Or sadness that this meant the kindly mail-mare was also a prisoner of this awful Castle? "Hi there yourself," the filly replied, her tone reflecting her conflicted feelings, "I…I hope you ain't hurt of anything…?"

"Well I _was, _I think, kind of," the Pegasus answered after a moment's contemplation, "but not so much anymore, 'cuz I know you, and I like seeing Ponies I know, even if they're in scary places I _don't _know."

Apple Bloom gave a sympathetic little shake of her head. _"Boy do I know _that _feeling,_" she thought, finding the mail-mare's strangely good mood thankfully infectious.

She then found herself snout to snout with Derpy, who suddenly seemed much more worried. "Oh, but what about you?" the Pegasus asked, "You're here, which is nice 'cuz it means I'm with a Pony I know, but you're _here _which means you're in a scary bad place! Are _you _hurt?"

_"Looks like I REALLY know that feeling," _Apple Bloom thought as she did her best to meet Derpy's now-anxious gaze with a calm face.

As she tried to process how to answer, the filly found her thoughts turning to Applejack...how safe her big sister could always make her feel, no matter where they were; how, as long as they were together, she knew everything would be OK. Even during a nasty storm, or on a scary camping trip. Or in a cold, ominous, evil Castle. And thinking of that, Apple Bloom found what to say. "No…I think I'm OK," she said. "I mean, I don't wanna be here. And I don't want _you _t'have t'be here either. But since we _are_ bothhere, at least we're here together, right?"

Derpy's cheerful smile returned almost immediately as she scooped Apple Bloom into a gentle hug. "I like that," the mail-mare giggled, "I like the way that sounds."

"Me too," Apple Bloom said, returning the hug gladly.

Even as she felt herself calming down with Derpy, the young Earth Pony felt the need to check one last time on that wizard's hat. To her surprise, however, it was not to be found in the place it had been before. Even more surprising, its absence made Apple Bloom feel strangely sad. Sure, Trixie was…less-than-ideal company, but she had at least provided a little comfort when the filly had needed it. Just as Apple Bloom began to wonder where the unicorn had gone, however, an anxious voice caught her attention.

"THERE you are!"

Derpy and Apple Bloom both turned to see Trixie approaching from beside them, looking…worried? As soon as she realized she'd been spotted, the showpony's demeanor changed in a flash, going from concern to annoyance. "Um, I mean…there you are, you…you annoying little filly you! Thinking you could leave the Great and Powerful Trixie in the lurch, did you? Well think again!"

"You noticed I was gone?" Apple Bloom asked gently, no longer worried about having to keep her earlier promise of silence with a new friend around, "And you went out 'o' your way t'find me?"

Though her cheeks seemed to flush slightly, Trixie only hardened her gaze. "D-don't you get the wrong idea, hayseed!" she sputtered, "I…I only want to make sure your big brute of a sister doesn't get mad at me when we get out of here, that's all!"

"I don't think that's actually all," Derpy whispered to Apple Bloom.

The unicorn rounded on her immediately. "And YOU! I don't know who you are, but-!"

She suddenly found herself wrapped in a tight pegasus hug. "Hi, I'm Derpy Hooves, and now you know me!" the mail-mare said gleefully.

Watching as Trixie wriggled out of the hug, Apple Bloom couldn't stifle a little laugh, even as that drew the unicorn's ire to her. "Clearly," she huffed, "the two of you are too immature to handle the dangers of this place on your own."

She then gave a flourish of her cape as she turned her nose up at the pair. "Therefore, the Great and Powerful Trixie shall see to it that the both of you are kept under her magnificent protection."

Derpy stomped on the ground in appreciation. "Hooray! I like magnificent things, and I like them even more when they're done by Great and Powerful Ponies!" she said.

That got a pleased little grin out of Trixie and another little laugh out of Apple Bloom. "Just no overly-bossy rules this time, OK?" the young Earth Pony asked, offering Trixie her hoof.

Still basking in Derpy's continuing praise, Trixie nodded, shaking Apple Bloom's hoof. "After all," she said, "what is a performer without her audience?"

She then turned to the still-stomping Derpy and gave a dramatic bow, leaving Apple Bloom to realize how sleepy she suddenly felt...or rather, how sleepy she had felt all along. Only now, she was entirely comfortable lying down on the ground and closing her eyes. The cold…the fear…they did not bother her as much anymore. And even as she knew it was because she had familiar faces to watch over her now, she also knew it was because of somepony else too. _"Thanks, Applejack…." _She thought warmly as sleep finally came to comfort her.

* * *

How long it had been exactly was hard to say, but even as Applejack continued to set a strong pace at the head of the group, she and her companions could feel the inevitable pull of exhaustion beginning to weigh them down. "Well…at least we made it out of the forest," the orange Earth Pony said with a struggling smile.

"For now, anyway," Rarity muttered from the rear.

The darkened woods had opened up to a small clearing, the edge of which connected with a wide river whose waters stood eerily still. "This stinks!" Rainbow grumbled, "We've been walking around _forever_, and all we find is a whole bunch of nothing!"

Pinkie was quick to bounce over to her friend's side. "That's not true, Dashie!" she said, "We found a tree, some more trees, a whole bunch more trees after _that_, and now we've found some grass and a lot of water!"

"Which is helpful how?" Gilda asked tersely.

"Every inch of this place we discover is helpful," Twilight said. "The more we learn about this world, even the smallest details, the better our understanding of it becomes."

Rainbow groaned irritably. "Maybe, but I sure wish we could learn about it _faster_," she said.

Looking around at her friends, Twilight could see that they shared the sentiment to one degree or another, their bodies and spirits tired out by the long, thus-far-fruitless search. The unicorn knew it would do no good to push further for now. "All we need is some rest," she said as reassuringly as she could, "This seems like as good a place as any to set up Camp."

"H-here…?" Fluttershy squeaked. "But it's so…scary…."

Gilda snorted as she walked past the timid pegasus. "You'd say that no matter where we stopped," she chuckled, thought she mumbled an apology under her breath when Rainbow fixed her with a stern glare.

Applejack trotted over to Fluttershy, putting a gentle hoof on her shoulder. "Now don't ya worry none, sugar-cube," she said kindly, "We're too low on the ground for any Stratadons t'see us, 'n' there'll be one of us on watch the whole while in case anything else shows up."

It was far from enough to calm Fluttershy's nerves completely, but at least enough to get a little nod from her. "And if that's not enough," Rarity added warmly, "never fear; as always, I've come prepared."

The unicorn then opened her satchel, magically setting up a series of personalized camping tents, each one colored after the tenant it was intended for with matching Cutie Marks; even Gilda had one, though where its Cutie Mark would have been there was instead an image of a griffon feather. "It's not as extravagant as I usually like," Rarity said with a light sigh, "but nonetheless you will never know tents as comfortable as these."

"That's our Rarity! Thank yoooou!" Pinkie said, gleefully bouncing into her own tent and then falling asleep on the spot.

"…right, so Pinkie won't be taking the first watch," Twilight muttered.

Applejack tipped her hat, a steely look in her eyes. "Leave that t'me, Twi," she said, and the others could hear in her voice there would be no arguing that point.

She received a gentle hug from Rarity at that. "Do be careful, darling," she said sweetly before slipping inside her tent.

Rainbow was next, a pleased smile as she saw her tent was next to Gilda's. "Been a while since we had a sleepover, huh, Gil?" she asked with a hopeful kind of playfulness.

The griffon, however, passed her tent completely. "So long that you forgot how I like to sleep," she said to Dash, an edge to her words but not too sharp.

Wings spreading, legs crouching, she took a single powerful leap toward the edge of the forest behind the camp site. Landing on a high-up branch, she turned back to the others with an odd little grin. "Have a nice nap on the ground," she chuckled, circling around the branch gently before settling down and closing her eyes.

Head drooping in disappointment, Rainbow entered her own tent with heavy steps. "R-Rainbow…." Fluttershy whispered, cutting herself off before she could say anymore.

"It's been a long day for all of us, Fluttershy," Applejack said softly, "She'll be OK after a little rest, 'n' so will you."

"If…if you say so…." Fluttershy said, giving her Earth Pony friend a quick little hug before meekly scampering off to her own sleeping spot.

As Twilight too readied for rest, she stopped alongside Applejack first. "As soon as you want," she said, calmly but with sincere urgency nonetheless, "come to me and I'll take over for you."

Applejack nodded, giving Twilight a friendly pat on the back. "You've got my word, Twi," she said with a confident wink, "Now get on t'bed."

The unicorn gave her a gracious smile as she nodded, and a few moments later Applejack was all alone with only the dim light reflecting off the surface of the river to give her something to look at.

Minutes gave way to hours, and all the while the eerie, silent calm held over everything around. Even as she kept an ironclad focus on her environment, wary of even the slightest movement or sound, that silence made it hard for Applejack not to let her thoughts drift ever so slightly to her little sister. The farm pony did her best not to let her mind stay there too long; there were simply too many unknowns to dwell on, none of them pleasant. Better instead to keep her eye on the ball, to keep pushing onward until she could see Apple Bloom again for herself and know for sure she was safe.

Suddenly, out of the corner of her eye, the farm-pony thought she saw something rippling in the water. When she turned to look more closely, however, there was nothing. Even so, Applejack was fully on the alert now, scanning over the entire area again with renewed focus. As her eyes moved slowly and meticulously around, however, her ears began to pick up the faintest sound. It was hard to make out, at once far away and all too close, but it sounded almost like…singing…? Yet no sooner did that notion cross Applejack's mind then the sound stopped. "What in tarnation…?" she whispered to herself, trying to shake an encroaching, disorienting sense of confusion.

"_Promise me…promise me you'll look after them."_

A voice…an achingly familiar voice…cut through Applejack's mind like a knife then. "M-ma…?" she whispered hoarsely, her entire world beginning to spin around as more and more voices began to batter her thoughts.

"_I…I dunno how to tell you this, sweetheart, but…Ma 'n' Pa ain't comin' home."_

"_We've done everything we can, but…I'm afraid their injuries were too severe…."_

"_Promise me…promise me you'll look after them."_

"_Ma 'n' Pa…I miss 'em too."_

"_It ain't fair…you took 'em away from me! I don't _want _t'be your sister!"_

"_Promise me…promise me you'll look after them."_

It was like her worst memories were trying to split her head open. She could not see straight, could barely think, as the voices kept pushing and pulling from every direction. Feeling all sense draining out of her, she used her last ounce of control to let out a powerful scream. "A-Applejack…?!" Fluttershy squeaked in a panic, immediately poking her head out from her tent. "What's wrong?"

The pegasus saw her friend stumbling around blindly, slowly but surely drifting toward the river. Worse, the water itself seemed to have come alive, wild ripples stirring it up into frightening shape. Strangest of all, however, was what sounded like some kind of singing faintly echoing all around. "Ohdearohdearohdearohdear…!" Fluttershy began hyperventilating, gliding over to Applejack and taking her friend by the shoulder, trying to pull her back toward the camp site.

It was no use, however; the Earth Pony seemed unable to hear or even feel her, and she was too strong for Fluttershy to wrangle. "Girls! Girls, wake up!" the pegasus yelped as loud as she could, zipping back over to Twilight's tent. "Applejack's in trouble!"

A look inside only worsened Fluttershy's fear, however, because Twilight also seemed to be in the grip of some invisible agony, face scrunched up in deep sorrow and body squirming around in discomfort. Growing more panicked she went over to Pinkie's tent next and found the normally-bubbly Earth Pony in the exact same condition. It was when she checked on Rarity and found her affected as well that the pegasus began to realize the singing she'd heard before was growing louder.

"Dash?! Dash, c'mon, snap out of it!"

Gilda's worried voice caught Fluttershy's attention, and she turned to see the griffon In front of Rainbow Dash's tent, desperately shaking their unresponsive and clearly-afflicted friend. At first, the timid pegasus could not get herself to call out to Gilda, old fears mixing with new tensions to keep her quiet, but it was a hang-up she quickly pushed past; her friends needed help, and they needed it now. "G-Gilda…!" she managed to yelp, scurrying over to Rainbow's tent quickly.

"What's going on here, wimpy-wings?" the griffon asked, locking eyes with Fluttershy, "One minute everything's hunky-dory, the next I hear Dash moaning like she's about to croak!"

Fluttershy was a ball of nerves by that point, each hoof nervously trotting up and down as her gaze kept slipping back to the river; its waves were lapping at Applejack's feet now, threatening to pull her under completely. "I don't know, I don't know!" she squeaked, "But I think it's got something to do with the water, and there's singing, and Applejack's in trouble right now, and…!"

Gilda cocked a brow. "Singing? I don't hear any singing…." She whispered confusedly before refocusing herself, turning over to look where Fluttershy kept glancing toward. They could both see Applejack, still thrashing about in pain and confusion, slowly being dragged into the rippling waves as if guided by some unseen force, the water itself looking ready to rise up and swallow her whole. "OK, OK!" Gilda snapped sharply, "Just…stay here 'n' make sure Dash doesn't get any worse, I'll take care of this!"

There was no time for Fluttershy to respond before the griffon took a flying leap toward the orange Earth Pony, talons extended and ready to scoop up their target. Just before they could reach, however, a sudden burst of water rose up from the ripples, cutting like a scythe toward Gilda. "What the…?" she squawked, dodging just in time.

Unshaken, the griffon again began to fly toward Applejack, but another burst lashed out from another part of the river when she did. Again she dodged, but it came at the price of slipping further behind the drifting Applejack. Two new streams soon forced Gilda back even further, much to her growing irritation. "Never knew rivers could have bad attitudes…!" she grunted to herself.

Watching from the campsite, still jittering about in fright, Fluttershy could see Gilda would not be able to succeed alone. Despite the clutter of impulses dancing around in her mind, she ultimately knew what she had to do about that. She leaned over her shivering fellow pegasus, muzzle pressed to her ear. "I'm sorry, Rainbow," she whispered, "I promise, I'll be right back."

Taking a moment to gather her panicked thoughts together into coherency, breathing long and deep, she readied her wings and began galloping full-tilt toward the river. "GILDA!" she shouted as loud as she could, "BACK ME UP!"

And then she was off like a bullet, flying as fast as she could go, zooming toward Applejack even as the rippling river began to cover the Earth Pony completely. Again a trio of claw-like streams burst out of the water to bare down on the incoming Fluttershy, but her cue had not been missed.

"Not on MY watch, you stupid spouts!"

Swift wings and swifter talons gave Fluttershy all the cover she needed as Gilda swooped in, slashing each burst down as fast and fierce as she could. As they splashed back into the river, the two flyers could briefly make out what looked to be…shapes…inside of them, but neither let that distract them long as Fluttershy scooped Applejack up into her hooves. Running on sheer momentum, she quickly looped back around toward the campsite, Gilda following close behind and continuing to guard against whatever it was that was attacking from within the river. "Almost there, almost there…!" Fluttershy chanted, until at last the burst of energy she'd put on gave out and left her crash-landing into her own tent.

Thankfully, Rarity's handiwork proved an effective cushion, and so the pegasus and her passenger both slid softly to the ground, Gilda landing beside them both. "Twice in one day you little Ponies go 'n' impress me," she chuckled, "but kudos'll have to wait. We're not out of this yet."

Gently letting Applejack go, Fluttershy was quick to get back on her own feet despite the slight head-rush she was now experiencing. "I…I see what you mean…!" she squeaked.

Ripples had turned to furiously bubbling foam, the entire river hissing with life as the same strange shapes that had been on the attack before began to emerge from beneath the waves. The same song Fluttershy had been hearing all the while had reached fever pitch as the shapes became clear, and the pegasus could only gasp in shock as their appearance became clear. _"They…they look like Ponies…!" _she thought with disbelief.

Not ordinary Ponies, however. Their snouts were thinner and more elongated, and where there should have been forehooves, there were instead long, sharp fins. They had no hind legs, either, but instead a single long tail that flowed from their bodies and ended in another wide, shimmering fin. Most striking of all, however, were their eyes. Eyes just like the Stratadons, Fluttershy realized as she gazed into their blackened depths: eyes that echoed with emptiness.

And as those eyes stared down at them, Fluttershy and Gilda both knew their trouble was only beginning….

* * *

**To Be Continued**


End file.
